TCR_Public/990806.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
     
        Friday, August 5, 1999, Vol. 3, No. 151                                              
                           
                    Headlines

AZTECH NEW MEDIA: Granted Reorganization Plan Filing Extension
BRUNO'S: Seeks Permission To Sell Homewood, Alabama Property
CALDOR: Sued for $26M By Liquidators
CONTIFINANCIAL CORP: June/July Bring Changes In Senior Management
CONXUS COMMUNICATIONS: MCI Worldcom Seeks To Terminate Services

COSTILLA ENERGY: Involuntary Sale By Stockholder/ 15.6% Ownership
DAILEY INTERNATIONAL: Seeks Extension to Assume/Reject Leases
FPA MEDICAL: Bahadur Resigns as Trustee
FULCRUM DIRECT: Order Extends Exclusivity
HECHINGER: Taps Ernst & Young as Consultants

IMAGYN MEDICAL: Court Grants Additional Financing
IRIDIUM: Chase Manhattan Wants Motorola to Guarantee $300
LESLIE FAY: Increase in Net Sales
LEVEL ONE COMMUNICATIONS: Farallon Partners Purchase Shares
LIBERTY HOUSE: Rescheduling of Hearing on Disclosure Statement

PHILIP SERVICES: Order Authorizes Surety Bonds and Indemnity
PRIMARY HEALTH SYSTEMS: Interim Order For Amended DIP
READING CHINA: Order Approves Sale of Property
RECYCLING INDUSTRIES: Applies For Approval of Sale of Assets
RECYCLING INDUSTRIES: Seeks Extension to Assume/Reject Leases

RECYCLING INDUSTRIES: Seeks To Reject Contract With COO
SA TELECOMMUNICATIONS: DIP Reports For April/May
TEXAS HEALTH ENTERPRISES: Files Chapter 11  
THORN APPLE: Order Amends DIP Financing Order
TOROTEL INC: Notifies That Filing For Fiscal Year Will Be Late

TRANSTEXAS GAS: Committee Seeks To File Adversary Proceeding
USCI INC: Loss Of RadioShack Account Continues To Drain Company
WTD INDUSTRIES: Experiencing Net Losses/Lacks Credit Facility

DLS CAPITAL PARTNERS: Bond Pricing for Week of August 2, 1999

                    **********

AZTECH NEW MEDIA: Granted Reorganization Plan Filing Extension
--------------------------------------------------------------    
Toronto-based Aztech New Media Corp., which publishes consumer
entertainment and game software as well as compilations of third-
party software, announced it has received an extension of
September 14 to file a proposed restructuring plan, according to
a newswire report. After experiencing difficulties with cash flow
and obtaining additional financing, Aztech originally filed a
notice of intent to file a restructuring proposal on June 30. "We
are grateful that we have received an extension to file a new
restructuring plan," said Aztech President William A. Nicholls.
"We believe the additional time will allow the company to
move forward with its business and attempt to regain the sales
momentum experienced in the past several years."(ABI 05-Aug-99)


BRUNO'S: Seeks Permission To Sell Homewood, Alabama Property
------------------------------------------------------------
The Debtors move the Court for permission to sell a 7.4 acre
tract of land and a 76,000 square-foot building located at 100
Greensprings Highway in Homewood, Alabama, to Compass Bank for
$2,250,000.  

Until 1995, the Debtors operated a FoodMax Store on the property.  
Deteriorating performance necessitated closing that Store.  Since
1995, Graham and Company has marketed the property to some 200
strategic purchasers.  The debtors are convinced that the Compass
offer is the highest and best they'll see.  

By this Motion, the Debtors ask Judge Robinson for authority to
(i) consummate the sale pursuant to a Purchase and Sale Contract
dated June 18, 1999, with Compass and (ii) pay a 5% brokerage fee
from the proceeds of the sale.


CALDOR: Sued for $26M By Liquidators
------------------------------------
Responsive Database Services, Inc.  reported on July 23, 1999
that Caledor was sued for $26 million by its liquidation
charging that the company deliberately miscalculated the value of
its inventory.

The three liquidators who conducted the Caldor Corp. going-out-
of-business sale on Monday filed a $26 million lawsuit against
the defunct retailer seeking a return of excess funds they paid
to win the GOB contract.

The suit was filed in Manhattan Bankruptcy Court by The Ozer
Group, Gordon Brothers Retail Partners and
Schottenstein/Bernstein Capital Group.

The three plaintiffs, who paid $233.7 million to win the
contract, estimated an inventory valuation of $190.2 million.
However, that contract provided for inventory adjustments and
refunds in case the final valuation was less than the estimated
amount. After final inventory reports were available, a dispute
arose over Caldor's inventory valuation of $178.2 million versus
the liquidators' much lower valuation of $154.2 million.

In addition to the $24 million difference between the two
valuations, the liquidators are seeking an additional $2 million
for incidental expenses connected to the going-out-of-business
plan.


CONTIFINANCIAL CORP: June/July Bring Changes In Senior Management
-----------------------------------------------------------------
Several changes in the senior management and the Board of
Directors of Contifinancial Corporation have occurred since the
end of fiscal year 1999. In June 1999, Daniel J. Willett resigned
his position as Senior Vice President and Chief Financial
Officer; Mr. Willett was replaced by Frank W. Baier, who now
holds the titles of Senior Vice President, Chief Financial
Officer and Treasurer. James E. Moore resigned as President,
Chief Executive Officer and a Director of the company in July
1999; Mr. Moore was replaced by Alan H. Fishman, who now holds
those titles. James J. Bigham resigned as Chairman of the Board
of Directors in July 1999; he was replaced by Mark R. Baker.


CONXUS COMMUNICATIONS: MCI Worldcom Seeks To Terminate Services
---------------------------------------------------------------
MCI Worldcom and its affiliates ("the Service Providers") seek an
order permitting the termination of the provision of
telecommunications services and the related services agreements.  
The Service Providers say that their exposure increases by
approximately $6,700 per day or $200,000 per month.  They claim
that they are entitled to adequate assurances which they have not
received.  The debtors are continuing to operate at a loss, and
since they are not able to provide adequate assurance, the
Service Providers are entitled to terminate the provision of
telecommunication services to the debtors, and the related
agreements.


COSTILLA ENERGY: Involuntary Sale By Stockholder/ 15.6% Ownership
-----------------------------------------------------------------
At the end of June 30, 1999, Cadell S. Liedtke beneficially owned
2,202,460 shares of common stock, constituting 15.6%, of the
total issued and outstanding shares of common stock (14,101,580
shares) of Costilla Energy Inc.  The changes in the percentage of
beneficial ownership are the result of shares which have been
involuntarily sold by Mr Liedtke under financing arrangements
with Prudential.

Mr. Liedtke has the sole power to vote and to dispose of all of
the shares of common stock mentioned except for 60,000 shares
held by the Liedtke Foundation. Mr. Liedtke is a director of the
Liedtke Foundation and shares voting and dispositive power over
the shares of common stock owned by the Liedtke Foundation with
the other directors of the Liedtke Foundation.

Mr. Liedtke, during May and June, sold over 500,000 shares of
common stock of Costilla Energy, each of which was an involuntary
sale transaction effected by Prudential under the financing
arrangements mentioned above. Each of the sales was transacted
through a broker on the public market.


DAILEY INTERNATIONAL: Seeks Extension to Assume/Reject Leases
-------------------------------------------------------------
The debtors, Dailey International Inc., et al. seek an order
extending the time within which the debtors must assume or reject
unexpired leases of nonresidential real property to October 1,
1999.  A hearing will be held on August 19, 1999.

The debtors are party to agreements involving real property in
the course of their downhole products and services and under-
balanced drilling services businesses.  The debtors view their
interests in the agreements and their rights thereunder as very
valuable property rights.  Because of the nature of their cases
and the pending proposed plan, the debtors need additional time
to consider which leases to assume or reject.  The debtors
believe that the estates and creditors would be better served if
any disputes were addressed in connection with confirmation of
the plan.


FPA MEDICAL: Bahadur Resigns as Trustee
---------------------------------------
Due to pressing responsibilities and conflicting work schedules,
the designated Trustee, B.N. Bahadur has tendered his resignation
from his appointment as Trustee of the FPA Creditor Trust.

Joseph A. Pardo has been designated as successor trustee by the
Trust Advisory Board, effective July 20, 1999.


FULCRUM DIRECT: Order Extends Exclusivity
-----------------------------------------
By order of the court dated July 23, 1999, the debtors, Fulcrum
Direct, Inc. are granted an extension of the exclusive period
within which Fulcrum may file a plan or plans of liquidation
through and including September 30, 1999 and the debtors are
granted an extension of the exclusive period within which the
debtors may solicit acceptances of any such plan through and
including November 30, 1999.


HECHINGER: Taps Ernst & Young as Consultants
--------------------------------------------
The debtors, Hechinger Investment Company of Delaware, Inc. et
al. seeks authority to retain and employ Ernst & Young LLP as the
debtors' consultants for the limited purpose of assisting the
debtors in the implementation of a "Year 2000 Readiness Program"
and a JDA software system package.  Compensation will be payable
to E&Y on an hourly basis ranging from $451-502 for a partner,
$315 to $442 for a director/senior manager, $238 to $298 for a
manager, $162-$221 for a senior consultant, and $132-$145 for
staff.


IMAGYN MEDICAL: Court Grants Additional Financing
-------------------------------------------------
The court entered an order on July 20, 1999 granting Imagyn
Medical Technologies, Inc., et al. additional secured
postpetition financing on a superpriority basis; use of cash
collateral, adequate protection and scheduled a final hearing for
August 12, 1999.  The additional post-petition financing shall
increase by $4 million.


IRIDIUM: Chase Manhattan Wants Motorola to Guarantee $300 Million
-----------------------------------------------------------------
Post-Newsweek Business Information, Inc. (Newsbytes) reports on
August 4, 1999 that Chase Manhattan  has said it wants
Motorola [NYSE:MOT] to guarantee $300 million of  its $800
million to Iridium.

In a filing made this week with the Securities and Exchange
Commission, Iridium notes that Chase Manhattan sent the company a
letter on July 29 stating that a default on a credit agreement  
between Iridium and a Chase-led consortium has taken place.

Newsbytes understands that the letter said that Iridium is now
"required to demand that Motorola provide a guarantee of $300
million of Iridium's borrowings under the secured credit
agreement and that Iridium has failed to make such a demand on a
timely basis."

The letter also reportedly says that Iridium would also be in
default of its $750 million credit agreement guaranteed by
Motorola, if an initial default occurred.

In the SEC filing, however, Motorola noted that there has been no
triggering of a default under the credit agreement, so no
guarantee requirement condition has arisen.  The bad news doesn't
stop with these issues, however, as Newsbytes notes that
if Chase's request for a guarantee is valid, then Iridium is
technically in default of $1.45 billion in senior loan notes.

Iridium officials were not available for comment, with the press
office on answerphone. However, reports on CNN suggest that the
company refutes any suggestion that a trigger condition has taken
place, and that all agreements are in place until August 11.

As reported previously by Newsbytes, after lurching from one
problem to another this year, the satellite phone operator
slashed its handset pricing by up to 75 percent, as well as more
than halving its call rates from the beginning of July.

This action was taken because of Iridium's continuing failure to
reach its subscriber sales targets. August 11 is now the next "D-
Day" for the company, at which stage it must reach 27,000
subscribers - a level that the firm was originally targeted to
reach in March.

During late July, Leo Mondale, Iridium's chief financial officer,
said that filing for bankruptcy court protection isn't a
realistic option .

Reports have also suggested that Motorola is prepared to sink
$400 million into the operation - enough to maintain the firm's
major marketing momentum - providing around $1.5 billion of
Iridium's bonds are surrendered in return for a 25 percent stake
in the satellite operator.

This move may be enough to turn Iridium from a lame duck into a
realistic proposition. It would also increase Motorola's stake in  
the operation to some 40 percent, Newsbytes notes.


LESLIE FAY: Increase in Net Sales
----------------------------------
The Leslie Fay Company, Inc. (Nasdaq: LFAY) reported today a
34.1% increase in net sales to $38.5 million for its second
quarter ended July 3, 1999, from $28.7 million for its second
quarter ended July 4, 1998.  Gross profit margin of 25.6% for the
first quarter of 1999 compared with 26.1% for the year-ago
quarter.  Excluding the operations of Warren Apparel Group
acquired on October 27, 1998, Leslie Fay's net sales for the
second quarter of 1999 increased 0.9% to $28.9 million from $28.7
million for the year ago period, and the gross profit margin was
22.8%.

Leslie Fay's net income for the second quarter of 1999 decreased
to $968,000, or $.16 per basic share and $0.15 per diluted share,
from net income of $1.4 million, or $0.20 per basic share and
$0.19 per diluted share, for the year-ago quarter.  Excluding
$534,000 in Other Expenses in the second quarter of 1999 in
connection with its pending merger agreement -- equal after taxes
to $0.05 per basic and diluted share, income per basic share grew
$0.01, or 5 percent.  The company said it expects a similar
charge next quarter in connection with the pending merger
agreement.

"Our performance for the second quarter, seasonally one of our
weakest, met our overall expectation despite mixed results for
our core Leslie Fay lines," John J. Pomerantz, Leslie Fay's
chairman and CEO, said in making the announcement.  "We are
tracking as planned through the first half to substantially
improve sales, gross margin and EBITDA for the full year."

He added: "Warren Group's career, evening and social occasion
dresses continued to better our expectation in terms of revenue
growth and gross margin; and, with the start of the spring
season, we have begun seeing improved margins at Warren as a
result of our strategy for this newly acquired business.

"In our Leslie Fay dress line, we saw improvements in sales
revenue, especially for large sizes," he added.  "But we also
experienced some weakening in gross margin due to higher
markdowns to clear out seasonal inventory.

"In our career sportswear group, a 16.2 percent decline in sales
revenue for the second quarter from the year-ago second quarter
resulted from the timing of shipments, with more product being
shipped in the first quarter than in the second quarter of 1999
by comparison with the first two quarters of 1998.  Total
sportswear sales for first half 1999 were up 7.9%.  Results
included the impact of markdowns to move current inventory.

"Our higher operating expenses, reflecting the addition of
Warren, were in keeping with our expectation.  Our trailing 12-
month EBITDA through the second quarter of 1999 grew to $12.0
million, or 6.7% of trailing sales, from $9.1 million, or 6.4% of
trailing sales, for the comparable pro forma 12-month, year-ago
period -- up 31.9%.  We remain on target in executing
our business growth strategy, which calls for revenue growth from
$132 million in 1997 to over $215 million by the end of 2000--a
three-year compound annual growth rate of 17.5%."

The company's EBITDA for its second quarter of 1999 was $1.2
million, or $73,000 below that for the year-ago quarter.  The
company defines EBITDA as operating income before interest,
taxes, depreciation, amortization, stock-based compensation, and
amortization of excess revalued net assets over equity.

Leslie Fay's results for the second quarter for 1999 and 1998
each include a $1.1 million offset to operating expenses,
representing the amortized portion of the amount by which
revalued net assets exceeded stockholder equity on June 4,
1997, the date the company emerged from bankruptcy.  This
positive, non cash offset to expenses amounted to $0.18 per
diluted share, for the 1999 period and to $0.16 per diluted
share, for the 1998 period.

Leslie Fay's balance sheet at the end of its second quarter of
1999 included $417,000 in total debt, working capital of $37.3
million, and stockholders' equity of $42.7 million, up from year-
end 1998 stockholders' equity of $36.4 million.

For the first half of fiscal 1999, Leslie Fay's net sales
increased 34.7% to $99.6 million from $73.9 million for the first
half of fiscal 1998. Gross profit margin of 26.6% for the first
half of 1999 compared with 26.4% for the year-ago half.  
Excluding the operations of Warren Apparel Group, Leslie
Fay's net sales for the first half of 1999 increased 7.5% to
$79.5 million from $73.9 million for the year ago period, and the
gross profit margin for first-half 1999 was 25.2%.

Leslie Fay's net income for the first half of 1999 increased to
$5.2 million, or $.87 per basic share and $0.84 per diluted
share, from net income of $5.1 million, or $0.76 per basic share
and $0.72 per diluted share, for the year-ago quarter.  Excluding
$534,000 in Other Expenses in connection with its pending
merger agreement -- equal after taxes to $0.05 per basic and
diluted share, income per basic share was $0.92 and income per
diluted share was $0.89.

The company's EBITDA for its first half of 1999 grew 22.7% to
$7.9 million from $6.4 million for the year-ago half.

Leslie Fay also announced today that, in connection with its
pending merger with two private investment funds advised by Three
Cities Research, Inc., proxy materials have been released for
mailing, and the annual shareholder meeting at which a vote on
the merger will occur, has been set for August 24.  If the
merger were approved, the cash exchange would be completed in
early September.

In May 1999, Leslie Fay announced the merger agreement, subject
to stockholder approval.  The agreement contains a shareholder
cash election provision.  Under the agreement, the Three Cities
Research funds may be able to acquire up to 1,111,966 additional
shares and Leslie Fay may be able to acquire up to 1,000,000
shares of the approximately six million Leslie Fay shares
outstanding. Leslie Fay would be the surviving corporation in the
merger and remain a public company.

   
LEVEL ONE COMMUNICATIONS: Farallon Partners Purchase Shares
-----------------------------------------------------------
Farallon Capital Partners, for the partnerships and managed
accounts together, hold an aggregate of 2,472,600 shares of the
common stock of Level One Communications Inc.  This amount
represents 6.3% of the class of securities currently outstanding.

Below is listed the beneficial ownership secured by the number of
shares owned, each entity shares voting and dispositive power
over the individual amounts shown.

   Farallon Capital Partners, L.P.    611,400 shares       1.6%
   Farallon Capital Institutional
   Partners, L.P.                      527,200             1.3%
   Farallon Capital Institutional Partners II, L.P.119,600  0.3%
   Farallon Capital Institutional Partners III, L.P.158,300 0.4%
   Tinicum Partners, L.P.               34,300              0.1%
   Farallon Capital (CP) Investors, L.P.42,900              0.1%
   Farallon Capital Management, L.L.C. 978,900              2.5%
   Farallon Partners, L.L.C.         1,493,700              3.8%
   Enrique H. Boilini                2,472,600              6.3%
   David I. Cohen                    2,472,600              6.3%
   Joseph F. Downes                  2,472,600              6.3%
   William F. Duhamel                2,472,600              6.3%
   Fleur E. Fairman                  1,493,700              3.8%
   Jason M. Fish                     2,472,600              6.3%
   Andrew B. Fremder                 2,472,600              6.3%
   Richard B. Fried                  2,472,600              6.3%
   William F. Mellin                 2,472,600              6.3%
   Stephen L. Millham                2,472,600              6.3%
   Meridee A. Moore                  2,472,600              6.3%
   Thomas F. Steyer                  2,472,600              6.3%

The net investment cost (including commissions) for the shares
held by each of the Partnerships and Managed Accounts is set
forth below:

Entity         Shares Held       Approximate Net Investment Cost
------         -----------      ---------------------------------
                                                                      
  FCP             611,400                 $31,167,618.70
  FCIP            527,200                 $27,117,720.22
  FCIP II         119,600                  $6,106,911.25
  FCIP III        158,300                  $8,153,194.47
  Tinicum          34,300                  $1,759,276.05
  FCCP             42,900                  $2,192,338.99
Managed
Accounts          978,900                  $49,764,818.32

The purpose of the acquisition of the shares is for investment,
and the acquisitions of the shares by each of the Partnerships
and the Managed Accounts were made in the ordinary course of
business and were not made for the purpose of acquiring control
of the company according to the entities.


LIBERTY HOUSE: Rescheduling of Hearing on Disclosure Statement
--------------------------------------------------------------
the hearing date for the disclosure statement is now rescheduled
to be heard on September 17, 1999, 10:00 AM, US Bankruptcy Court,
District of Hawaii, First Hawaiian Tower, 1322 Bishop Street,
Suite 350L, Honolulu Hawaii 96813.


PHILIP SERVICES: Order Authorizes Surety Bonds and Indemnity
------------------------------------------------------------
On July 27, 1999, the Honorable Mary F. Walrath granted an order  
authorizing the debtors and the Canadian entities to execute and
deliver the Inter-Creditor Agreements between the Canadian
Imperial Bank of Commerce and London Guarantee Insurance Company
on behalf of itself and other Surety Participants and the post-
petition indemnity agreement.  

The surety may from time to time issue bid bonds, performance
bonds, labour and material payment bonds, lien bonds, release of
holdback bonds, undertakings and other writings obligatory in the
nature of a bond on behalf of a debtor in respect of the
obligations of such debtor under contracts entered into by such
debtor.  The debtor and the surety will enter into certain
indemnity agreements pursuant to which a debtor is obliged to
indemnify the surety in full for any loss or damages that the
surety may suffer arising from the issue of one or more bonds for
the benefit of such debtor and pursuant to which such debtor will
grant a security interest in individual bonded contracts,
receivables and assets.


PRIMARY HEALTH SYSTEMS: Interim Order For Amended DIP
-----------------------------------------------------
On July 28, 1999 the US Bankruptcy Court for the District of
Delaware entered an interim order granting the debtors
authorization to enter into a first amendment and related loan
documents, and to consummate any and all transactions
contemplated.  The debtors are authorized to obtain additional
postpetition financing pursuant to the Creditor Agreement and
loan documents in a maximum principal amount outstanding not to
exceed $26.5 million.

The debtors are authorized to borrow an additional $3.206 million
under the credit agreement, as amended pending the final hearing.  
A final hearing shall be held on August 24, 1999.


READING CHINA: Order Approves Sale of Property
----------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order on July 21, 1999 authorizing and approving the sale of a
certain parcel of nonresidential real property in Newark,
Delaware, three leases personal property and certain trade names
to Jay R. Brinsfield or his nominee, a primary stockholder of
Reading China, CEO of Reading China and Chairman of the Board of
Directors.


RECYCLING INDUSTRIES: Applies For Approval of Sale of Assets
------------------------------------------------------------
Recycling Industries of Texas, Inc. and Recycling Industries of
South Carolina Inc. seek approval of the sale of assets to TMG
Realty Ltd.  The debtors have entered into an asset purchase
agreement to sell certain of the real and personal property used
in two scrap metal processing facilities located in Harlingen and
San Juan, Texas, a shredder located in Georgetown, South
Carolina, and certain personal property used at another facility
located in Brownsville, Texas.  The aggregate consideration to be
paid to the debtors is $1.6 million.  The asset purchase
agreement calls for an overbid by any competing bidder of not
less than $150,000 and a breakup fee in the amount of $100,000 in
the event that a sale to a competing bidder is consummated.


RECYCLING INDUSTRIES: Seeks Extension to Assume/Reject Leases
-------------------------------------------------------------
The debtors, Recycling Industries, Inc. seek a court order
granting a further 122 day extension of time in which to assume
or reject the remaining nonresidential real property leases,
through and including December 27, 1999.   The debtors have
already moved to reject approximately ten leases, and to assume
approximately seven others.  Three leases remain, which are the
subject of this motion, which have a total monthly rent of
approximately $21,000.


RECYCLING INDUSTRIES: Seeks To Reject Contract With COO
-------------------------------------------------------
The debtor, Recycling Industries, Inc., seeks to reject the
executory employment contract with Harold J. Rouster, Senior Vice
President and Chief Operating Officer.  


SA TELECOMMUNICATIONS: DIP Reports For April/May
------------------------------------------------
Acting as debtor-in-possession since filing Chapter 11 bankruptcy
proceedings SA Telecommunications Inc. has submitted operating
statements for the months of April and May 1999.  Showing zero
revenues in each of the two months, April figures reported a
$13,088 net income, May a net loss of $14,265.  Major expenses of
the periods were for wages, payroll taxes, professional fees and
rental/lease payments.


TEXAS HEALTH ENTERPRISES: Files Chapter 11  
------------------------------------------
After a series of civil lawsuits, criminal charges, lease
problems and Medicare-related losses, Texas Health Enterprises
Inc., a Denton, Texas-based nursing home operator, filed chapter
11 in the U.S. Bankruptcy Court for the Eastern District of Texas
in Plano, The Wall Street Journal reported. Texas Health had been
renegotiating its leases on its properties, which total some 95
homes. While agreements had been reached on 12 of its properties,
the company couldn't complete agreements with the terms of the
other leases, and the company is set to turn control of several
facilities in Michigan and Texas over to their respective state
officials. Texas Health attributed its financial troubles to
current Medicare reimbursement rates and unpredictable payments,
and since 1996 the U.S. Health Care Finance Administration and
the Texas Department of Health and Human Services Long Term Care
have penalized the company with some $800,000 in fines for
alleged poor care of its residents. (ABI 05-Aug-99)


THORN APPLE: Order Amends DIP Financing Order
---------------------------------------------
The court entered an order on July 19, 1999 providing that the
DIP Facility will consist of a revolving credit facility of up to
$57.4 million, which amount shall include all pre-petition
indebtedness other than the prepetition term loan plus the New
Funds Amount.  The maximum amount of the New Funds Amount is
$17.4 million, and termination provisions provide for the event
of a non-occurrence of the sale to IBP.


TOROTEL INC: Notifies That Filing For Fiscal Year Will Be Late
--------------------------------------------------------------
On April 19, 1999, a transaction was completed whereby Torotel
sold substantially all of the assets of its wholly owned
subsidiary, OPT Industries, Inc., which was located in
Phillipsburg, New Jersey.  As a result of the sale, management
personnel spent a substantial amount of time on the transfer of
OPTs accounting records and other business matters to Torotels
offices in Grandview, Missouri.  In addition, Torotel says
information required from third parties was not received in a
timely manner for management to prepare certain disclosures plus
allow time for the review by Torotels independent auditors.  As a
result of these factors the company will be late in filing its
year-end financial statements with the SEC.


TRANSTEXAS GAS: Committee Seeks To File Adversary Proceeding
------------------------------------------------------------
The Official Committee of Unsecured Creditors of TransTexas Gas
Corporation, et al. seeks leave of the court to file an adversary
proceeding on behalf of TransAmerican Refining Corporation
(TARC).

The Committee alleges that TARC has colorable claims against TCR
Holding Corporation and TransContinental Refining Corporation
d/b/a and n/k/a Orion Refining Corporation (ORION) for breach of
their agreements to assume certain liabilities associated with
the transfer of certain assets from TARC to TCR and then to
Orion.  One such payment is owed to B&G Crane Service, Inc. in
the amount of $5.871 million.  B& G is currently a member of the
Committee.  The committee does not know if other creditors are
still unsatisfied.


USCI INC: Loss Of RadioShack Account Continues To Drain Company
---------------------------------------------------------------
USCI Inc. says it has and will continue to experience significant
operating and net losses and negative cash flow from operations.  
The loss of the RadioShack account in October 1998 further
accelerated the losses and negative cash flow the company had
previously experienced.  In response to the RadioShack
termination, USCI reduced its workforce from 280 to 85
employees, which included a substantial number of customer
service and collection personnel and reduced its leased
facilities from 23,000 square feet to 18,000 square feet.  The
reductions in personnel resulted in reduced effectiveness of the
company's customer service and collection departments causing
higher churn rates.

Total revenues for the three months ended March 31, 1999,
consisting primarily of subscriber sales, were $5,797,402 as
compared to $9,178,056 for the three months ended March 31, 1998.  
The decreased revenues for the 1999 quarter, according to the
company, are attributable to a net decline in the subscriber
base.  USCI incurred net losses of $1,945,460 and $11,558,689 for
the 1999 quarter and the 1998 quarter, respectively.


WTD INDUSTRIES: Experiencing Net Losses/Lacks Credit Facility
-------------------------------------------------------------
TreeSource Industries, Inc. is a corporation organized in Oregon
in 1983, which, through its subsidiaries, manufactures softwood
and hardwood lumber and by-products.  The company changed its
name effective October 27, 1998 from WTD Industries, Inc. to
TreeSource Industries, Inc. The company markets its products
primarily in the United States and Canada.

WTD (TreeSource) manufactures a variety of softwood lumber
products, predominantly from Douglas fir, hemlock, and white fir.  
It sells softwood lumber to a large number of customers,
primarily distribution centers and wholesalers and directly to
large retailers.  Softwood lumber is used in  a  variety  of  
applications,  including  residential  and commercial
construction, packaging, and industrial uses.  Additionally, the
company produces a small quantity of hardwood lumber in sizes
targeted principally for the furniture and cabinet industries.  
Wood chips, a by-product of the manufacturing process,   are  
sold  principally to pulp and paper manufacturers.

The company is licensed to use, and to grant licenses for others
to use, in North America and Mexico, a patented technology called
GREENWELD(R) that enables the gluing of green or unseasoned  
lumber.  It used the GREENWELD(R) process in its fingerjointing  
operation during fiscal 1999. During fiscal 1999, the company  
generated  income from its licensing activity which  accounted
for less than 1% of net sales.  The company's rights to grant
licenses for others to use GREENWELD(R) are for sale.

WTD (TreeSource) does not have a credit facility for working
capital and therefore  relies on cash provided by its operations
to fund its working capital needs.  There can be no assurance
that such cash will be sufficient to fund the company's
operations.  Substantially all of the company's assets are
pledged to secure its primary debt obligation.  If the company
is unable to reach an agreement with its senior lenders on
modified debt terms, such failure would have a material adverse  
effect on the company's business, financial condition and results
of operations.

Year end figures for the 1999 fiscal year ended April 30, 1999
show $10,246 net loss on revenue of $195,012.  For comparison,
fiscal 1998 netted a loss of $12,150 against revenues of
$242,051.


DLS CAPITAL PARTNERS: Bond Pricing for Week of August 2, 1999
-------------------------------------------------------------
Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07          14 - 17 (f)
Amer Pad & Paper 13 '05        59 - 61
Asia Pulp & Paper 11 3/4 '05   71 - 73
Boston Chicken7 3/4 '05         1 - 3 (f)
E & S Holdings 10 3/8 '06      51 - 53
Geneva Steel 11 1/4 '01        20 - 21 (f)
Globalstar 11 1/4 '04          63 - 65
Hechinger 9.45 '12             15 - 20 (f)
Iridium 14 '05                 21 - 22 (f)
Jitney Jungle 10 3/8 '07       32 - 35
Just for Feet 11 '09           32 - 35
Loewen 7.20 '03                65 - 66 (f)
Planet Hollywood 12 '05        17 - 20 (f)
Purina Mills 9 '10             43 - 46
Samsonite 10 3/4 '08           86 - 88
Service Merchandise 9 '04      20 - 21 (f)
Sterling Chemical 11 3/4 '06   73 - 75
Sun Healthcare 9 1/2 '07       12 - 15 (f)
Sunbeam 0 '18                  16 - 17
TWA 11 3/8 '06                 61 - 63
Vencor 9 7/8 '05               26 - 30 (f)
Zenith 6 1/4 '11               20 - 24 (f)

                    **********

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.   
  
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information, contact Christopher Beard at 301/951-6400.  
       
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