TCR_Public/991026.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Tuesday, October 26, 1999, Vol. 3, No. 207
                     
                     Headlines

AAMES FINANCIAL: Executives To Lead Risk Management Initiative
AAMES FINANCIAL: Over 4M Shares Subscribed For In Rights Offering
AQUA VIE: Cassidy Owns 1.1% Of Company Common Stock
ATC GROUP SERVICES: Third Amended Plan and Disclosure Statement
CHS ELECTRONICS: In Default Of Purchase Agreement For Memory Set

CHS ELECTRONICS: Reconveys Interests At Loss Of $27.6 Million
CROWN BOOKS: Taps Zolfo Cooper
ESSEX CORP: Review & Forecast To Be Part Of Annual Meeting
FORMAN PETROLEUM: Disclosure Statement For First Amended Plan
GOLDEN BOOKS: $87M In Secured Notes Called For In Reorganization

GOSS GRAPHIC: Court Confirms Reorganization Plan
HIGHWAYMASTER COMMUNICATIONS: Dismisses PricewaterhouseCoopers
KOKUMIN BANK: Seven Groups Vie For Kokumin Bank
LOIS/USA: Files for Chapter 11 Protection
METAL MANAGEMENT: Restricted Stock Plan On Agenda

NYEC INC: Hearing To Consider Confirmation Continued
PHONETEL: Announces Confirmation of Pre-packaged Plan  
PHP HEALTHCARE CORP: Order Confirms Second Amended Joint Plan
PLANET HOLLYWOOD: Closes 9 Locations
PLUMA INC: Order Grants Motion To Sell Inventory and Trademark

READING CHINA AND GLASS: Seeks To Extend Exclusivity
SHOE CORP: Seeks Approval of Investment Banker
STUART ENTERTAINMENT: Committee Taps Young Conaway
UNITED COMPANIES: Changes CEO, Appoints New Financial Officer
UNITED COMPANIES: Servicing Platform 3rd Party Interest Needed

VENCOR: Seeks To Sell West Palm Beach Property For $1.05 M
WIRELESS ONE: Memorandum of Law In Support of Plan

* 36 hole New Mexico Golf Course For Sale

Meetings, Conferences and Seminars
                  
                     *********

AAMES FINANCIAL: Executives To Lead Risk Management Initiative
--------------------------------------------------------------
Aames Financial Corporation, a leader in subprime home equity
lending, announces the promotion of Geoffrey Sanders to Executive
Vice President and Chief Credit Officer of its mortgage banking
subsidiaries and named Celinda Moore Director of its new
National/Internet Lending Group.

Mr. Sanders, formerly the Senior Vice President and Chief Credit
Officer of the company's mortgage banking subsidiaries, is
responsible for the company's credit and risk assessment.

"Geoff has successfully spearheaded a company-wide upgrade of
Aames' risk management architecture, policies and systems, since
joining us from Home Savings a few months ago," Mani A. Sadeghi,
Chief Executive Officer stated. "He has also developed and
implemented a state-of-the art loan valuation system, which will
streamline Aames' origination activities."

Ms. Moore will help the company achieve its strategic objective
of using technology to increase originations and efficiency.

"Under Celinda's leadership, we have created a National/Internet
Lending Group which will leverage Aames' existing customer call
center and centralized processing and servicing capabilities to
accelerate the implementation of our Internet-based lending
strategy," Mr. Sadeghi added. "Both our initiatives in technology
and risk management are important steps toward achieving Aames'
objective of becoming a more prudent, profitable, and innovative
lender."

Aames Financial Corporation is a leading home equity lender that
currently operates 102 retail branches, and 44 broker offices,
serving customers across the country.


AAMES FINANCIAL: Over 4M Shares Subscribed For In Rights Offering
-----------------------------------------------------------------
Aames Financial Corporation, a leader in subprime home equity
lending, announced that holders of rights to purchase shares of
Series C Convertible Preferred Stock have subscribed to purchase
an aggregate of 4,159,266 shares at a purchase price of $1.00 per
share.

On September 7, 1999, the company distributed non-transferable
subscription rights to each of its common stockholders of record
on that date, rights which permitted the company's common
stockholders to purchase, at a purchase price of $1.00 per share,
one share of Series C Convertible Preferred Stock for every share
of Common stock held of record by them as of September 7, 1999.
The rights expired at 5 pm, New York City time, on October 6,
1999.


AQUA VIE: Cassidy Owns 1.1% Of Company Common Stock
---------------------------------------------------
James M. Cassidy, sole proprietor of Cassidy & Associates, holds
250,000 shares of common stock of Aqua Vie Beverage Corporation.  
As sole proprietor, both Cassidy & Associates, and James M.
Cassidy hold sole power to vote, or direct the vote, and dispose
of, or direct the disposition of, the 250,000 shares of stock,
representing 1.1% of the outstanding common stock shares of the
company.  Mr. Cassidy is considered the beneficial owner of the
stock.

The group has consisted of James M. Cassidy, a natural person,
Pierce Mill Associates, Inc., a Delaware corporation of which the
sole shareholder and director is James M. Cassidy, and Cassidy &
Associates, a District of Columbia law firm of which James M.
Cassidy is the sole proprietor.  Pierce Mill Associates, Inc. is
no longer a member of the group as it no longer holds securities
of the company.


ATC GROUP SERVICES: Third Amended Plan and Disclosure Statement
---------------------------------------------------------------
The Third Amended Joint Consolidated Plan of Reorganization under
Chapter 11, proposed by ATC Group Services Inc. and its debtor
affiliates provides for a major restructuring of the debtors'
financial obligations.  The plan contemplates entry of the
Substantive Consolidation Order.  On the Effective Date, DIP
Lenders claims will total approximately $37.4 million.  They will
be paid in full in cash in immediately available funds.

Treatment of Classified Claims and Equity Interests:

Class 1 Priority Claims - Unimpaired

The debtors are not aware of any priority claims that may be
asserted against the estates.

Class 2 General Secured Claims  - Unimpaired
The debtors estimate that Allowed General Secured Claims total
approximately $7,000.

Class 3 Intentionally Blank

Class 4 Convenience Claims - Unimpaired
(General Unsecured Claims in an amount less than $5,000)
The debtors anticipate that convenience claims will total
approximately $32,500.

Class 5 Intentionally Blank

Class 6 Senior Indebtedness Claims and Senior Subordinated Note
Claims - Impaired - Receives cash and together with Class 7, 100%
of NEW COMMON STOCK.  The debtors estimate that the senior
subordinated note claims will total $112,766,666. The estimate of
recovery is 10.2%-18.1%

Class 7 General Unsecured Claims - Impaired- Receives cash and
together with Class 6, 100% of NEW COMMON STOCK.

The debtors estimate that the claims will be $700,000, but
caution that they could be higher as $2.6 million in claims are
disputed. Estimate of Recovery is 10.2%-18.1%

Class 8 Shareholder Claims - Impaired
The debtors estimate that the total amount of Shareholder Claims
is approximately $974,707.

Class 9 Old Holdings Preferred Stock Interests - Impaired

Class 10 Old Holdings Common Stock Interests - Impaired


CHS ELECTRONICS: In Default Of Purchase Agreement For Memory Set
-----------------------------------------------------------------
CHS Electronics conducts operations in Spain through a number of
subsidiaries, one of which is Memory Set S.A., which it agreed to
purchase in July 1998. The company is in default under the
purchase agreement because the company has not paid the balance
of the purchase price of approximately $74.4 million.  CHS
Electronics believes the unpaid balance of the purchase price
represents approximately 91.5% of Memory Set and the amounts
already paid represent approximately 8.5%. The company agreed to
submit to arbitration the issue of the portion of Memory Set
which the company will retain as a result of the cancellation of
its purchase agreement for Memory Set. CHS may cure its default
under the purchase agreement by paying the balance of the
purchase price at any point prior to completion of the
arbitration.

During the first six months of 1999, revenues attributable to
Memory Set were $122.8 million. The company will record an
estimated loss of $20.0 million on the transfer.


CHS ELECTRONICS: Reconveys Interests At Loss Of $27.6
-----------------------------------------------------
On October 4, 1999, CHS Electronics Inc. conveyed 80% of the
shares of Arena Bilgisayar Sanayi Ve Ticaret A.S. and Armada
Bilgisayar A.S., the company's subsidiaries operating in Turkey,
to the original owners in exchange for a release of the company's
obligation to pay the balance of the purchase price of
approximately $42.7 million. The sellers granted the
company an option to reacquire those interests at any time prior
to October 4, 2000 or a 60-day period after the company receives
new cash investments of at least $200 million.

The company also conveyed all of its interest in ARC Espana
Cartera, S.A., another subsidiary operating in Spain, to the
original owners in exchange for a release of the company's
obligation to pay the balance of the purchase price of
approximately $29.3 million. During the first six months of 1999,
the revenues attributable to these three subsidiaries totaled
approximately $141.6 million. The company will realize an
aggregate loss on the sale of these three subsidiaries of
approximately $27.6 million.


CROWN BOOKS: Taps Zolfo Cooper
------------------------------
The debtors, Crown Books Corporation, and its debtor affiliates
seek an order authorizing the debtors' retention and employment
of Zolfo Cooper Management LLC to provide interim management
services nunc pro tunc as of October 7, 1999 and approving the
related management agreement.

AS compensation, the firm proposes to charge a monthly fee of
$75,000 through December 31, 1999; and $85,000 per month
thereafter; together with options for 100,000 shares of stock in
the Reorganized Crown at an exercise price of $2.00 per share.

After January 1, the firm will be entitled to receive an
additional 10,000 share options at an exercise price of $2.00 per
share, with such share options increasing in increments of 5,000
shares per month.

ESSEX CORP: Review & Forecast To Be Part Of Annual Meeting
----------------------------------------------------------
Stockholders of Essex Corporation are invited to attend the
annual meeting of stockholders at the main Essex office, 9150
Guilford Road, Columbia, Maryland on Monday, November 15, 1999 at
10:00 a.m.

Stockholders will consider and vote upon the election of
directors; the ratification of the company's 1999 stock option
plan; and the ratification of the appointment of independent
auditors.  Additionally, there will be a presentation reviewing
the company's performance in 1998 and 1999 and prospects for
2000.


FORMAN PETROLEUM: Disclosure Statement For First Amended Plan
-------------------------------------------------------------
The Disclosure statement proposed by Forman Petroleum Corporation
is intended to enhance the long-term viability and constructive
to the success of the Reorganized Debtor by adjusting the
debtor's capitalization (including debt levels and principal
repayment schedules) to reflect current and projected operating
performance levels.  Under the plan, debtor levels will be
reduced from over $85 million to an amount not expected to exceed
approximately $3.125 million.  The debtor believes that this
significantly reduced debt level, together with an estimated $9
million in post-confirmation financing required in connection
with the Business Plan, can be supported by its projected cash
flow.

If the plan is confirmed all Senior Notes will be cancelled and
the Holders of Allowed Senior Notes will receive in the aggregate
92.5% of the New Common Stock; Allowed M&M Lien Claims will
receive at the election of the holders, either 60% cash or 100%
payable over 5 years.  Allowed Unsecured Claim holders will
receive either 50% cash or 100% payable over 7 years, Convenience
Claims will be paid in full no later than the initial
distribution date; the preferred stock will be canceled and the
holders of allowed preferred stock interests will receive in the
aggregate 7.5% of the New Common Stock.  The Senior Note Warrants
and Equity Warrants will be canceled and the Holders will receive
New Warrants.  The Loan Warrants and the Employee Stock
Operations will be cancelled if not exercised prior to the
effective date, and if exercised the Holders will receive New
Warrants; issued and outstanding common stock will be cancelled.  

The debtor has developed a five year business plan that
contemplates the drilling y the Reorganized Debtor of five to six
wells during the first two years of the plan.  The Reorganized
Debtor's ability to pursue the Business Plan is dependent upon
its ability to secured post-confirmation financing .  The Board
of Directors of the debtor believes that approximately $9 million
in financing will be necessary, but the actual amount will be
determined by the Board of Directors of the Reorganized Debtor.


GOLDEN BOOKS: $87M In Secured Notes Called For In Reorganization
----------------------------------------------------------------
Under date of September 24, 1999, the United States Bankruptcy
Court for the Southern District of New York signed an order
confirming the Golden Books Family Entertainment, Inc. and its
subsidiaries' Amended Joint Plan of Reorganization.  The plan
only becomes effective upon consummation.  Upon consummation, a
form will be filed with information regarding the number of
shares issued, outstanding and reserved, and the assets and
liabilities of the company.

On October 12, 1999, the United States District Court for the
Southern District of New York approved the settlement of the
consolidated class-action complaint filed on behalf of all
persons who purchased the common stock of the company between May
13, 1997 and August 4, 1998, inclusive, and by the holders of the
company's 8 3/4% Convertible Trust Originated Preferred
Securities.

Confirmation of the plan will require Golden Books, among other
things, to complete negotiations regarding the terms of the
indenture governing the new $87.0 million secured notes called
for under the plan and completing arrangements to obtain exit
financing.


GOSS GRAPHIC: Court Confirms Reorganization Plan
------------------------------------------------
Goss Graphic Systems took a major step towards completing its
capital restructuring and exiting Chapter 11 with formal court
confirmation this morning of the company's plan of
reorganization.

Court confirmation follows last week's overwhelming vote by Goss'
creditors in favor of the plan.  According to the plan, the
company will pay all claims owed to unsecured trade creditors,
including all vendors and suppliers. Payments will be made in
three equal installments three, six and nine months
after the effective date of the plan.  Goss is paying vendors on
normal business terms for all post-petition invoices.

Under the court approved plan, noteholders will exchange the
company's outstanding $225 million principal amount of notes for
a new $112.5 million note issue with a two and a half year
moratorium on cash interest and an almost one third equity
position.  The company's lenders and its principal stockholder,
Stonington Partners, jointly will provide an additional $100
million of liquidity and capital.

Two and one half months ago, Goss initiated a "prearranged"
Chapter 11 proceeding to expedite implementation of its capital
restructuring plan, which had been previously approved by a
committee of its noteholders, primary lenders under the company's
revolving credit facility and Stonington Partners. The filing did
not include Goss' Asian and European subsidiaries.

"We are very appreciative of the support we have received from
our employees, customers and suppliers during this difficult
phase," said Jim Sheehan, Goss Chairman, CEO and President.  "We
expect to complete the financial restructuring and emerge from
Chapter 11 within the next few weeks. This step places Goss on
strong financial footing, well positioned for the future,"
Sheehan added.

Goss Graphic Systems, Inc., is a global leader in the manufacture
of advanced technology web offset equipment for the newspaper and
commercial printing industries.  In business since 1885, the
company supplies a broad range of printing press equipment.  It
is the only leading press supplier with manufacturing facilities
in each of the world's major press markets - the Americas, Europe
and Asia.


HIGHWAYMASTER COMMUNICATIONS: Dismisses PricewaterhouseCoopers
--------------------------------------------------------------
HighwayMaster Communications, Inc. dismissed its independent
auditors, PricewaterhouseCoopers LLP, effective October 13, 1999.
The audit committee of the company's Board of Directors
recommended such action to the company's Board of Directors who
subsequently approved the action. The reports of
PricewaterhouseCoopers LLP on the company's financial statements
for the fiscal years ended December 31, 1998 and
December 31, 1997 did not contain any adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the
1997 fiscal year, the 1998 fiscal year and the period since the
end of the 1998 fiscal year, there were no disagreements between
the company and PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of  PricewaterhouseCoopers
LLP, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.

Highwaymaster requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the SEC stating whether or not it
agreed with the above statements. A copy of such letter, dated
October 20, 1999, has been so filed.

Highwaymaster Communications engaged Arthur Andersen LLP as its
new independent accountants as of October 13, 1999.


KOKUMIN BANK: Seven Groups Vie For Kokumin Bank
-----------------------------------------------
Seven different groups, four foreign-affiliated and three
domestic, are expected to vie for failed Kokumin Bank, sources
said Friday. The Financial Reconstruction Commission and
Kokumin's administrators are expected to confirm a buyer for the
bank by April next year. The FTC sent in a team of administrators
to run Kokumin Bank after declaring the Tokyo-based secondary
regional bank insolvent in April this year. However, it remains
uncertain whether the final buyer will come from one of the seven
interested groups, the sources said.


LOIS/USA: Files for Chapter 11 Protection
-----------------------------------------
Lois/USA, a New York advertising agency run by well known art
director George Lois, has filed for chapter 11 protection,
according to The New York Times. Lois/USA, which had about
280 employees handling accounts with billings estimated at $303.6
million last year, cited the loss of several important accounts.
Lois/USA, which also has offices in Austin, Texas; Chicago,
Dallas, Houston and Los Angeles, listed assets of nearly $57.7
million and liabilities of nearly $72 million. According to the
petition filed by Togut, Segal & Segal on the agency's behalf, a
"deepening liquidity crisis" created by a change in lenders and
the unexpected loss of certain key clients forced the agency to
file. Lois, who has been involved in some of the best known
campaigns in the last 40 years, contributed to the famous
Volkswagen Beetle campaign at Doyle Dane Bernbach and later was
involved with landmark ads for products including Wolfschmidt
vodka, Naugahyde and Coty cosmetics. About the filing, he said,
"It's a sad day, but I've had a helluva career." Operations have
been suspended in Chicago and New York, and a small L.A.  
operation is still in business. The court has been asked to
approve a deal to sell back the Texas operation, known as Fogarty
Klein & Partners, to the managers there who sold it to Lois/USA
two years ago.


METAL MANAGEMENT: Restricted Stock Plan On Agenda
-------------------------------------------------
At the 1999 annual stockholders meeting of Metal Management Inc.
shareholders will elect directors for the coming year; consider
approval and adoption of the company's Restricted Stock Plan;
consider approval and ratification of the issuance of restricted
shares of the company's common stock, previously issued in a
private placement to certain officers and directors of the
company; and approve the selection of PricewaterhouseCoopers LLP
as the company's independent public accountants.

The meeting will begin at 10:00 a.m., Central Standard Time, on
Monday, November 22, 1999, at the Westin River North, 320 North
Dearborn Street, Chicago, Illinois.


NYEC INC: Hearing To Consider Confirmation Continued
----------------------------------------------------
A hearing to consider confirmation of the Second Amended Plan of
Reorganization jointly proposed by the debtors, NYEC Inc., f/k/a
The Wiz, Inc. et al. and Namron Construction, Inc. and the
official committee of unsecured creditors, previously scheduled
for October 13, 1999 at 2:00 PM has been adjourned to November
17, 1999 at 2:00 PM.


PHONETEL: Announces Confirmation of Pre-packaged Plan  
-----------------------------------------------------
PhoneTel Technologies, Inc. (OTC BB:PHNT) announced that
its prepackaged plan of reorganization has been confirmed by the
United States Bankruptcy Court for the Southern District of New
York. Confirmation of the Plan is among the final steps required
to implement the restructuring of the Company.  Pursuant to the
terms of the Plan, PhoneTel will convert its 12% Senior Notes due
in 2006 (the "Senior Notes") into approximately 95% of the
reorganized Company's common stock, with current equity holders
sharing in the remaining 5%. Claims of employees, trade and other
creditors of the Company, other than holders of the Senior Notes,
will be paid in full by the Company in the ordinary course unless
otherwise agreed. The Company intends to implement the Plan
within the next 45 days and thereby complete the restructuring.
Shareholders of the Company will receive information within that
period with respect to the distribution of shares in the
reorganized Company.
  

PHP HEALTHCARE CORP: Order Confirms Second Amended Joint Plan
-------------------------------------------------------------
An order confirming the Second Amended Joint Plan of Liquidation
for PHP Healthcare Corporation, proposed jointly by the debtor
and NationsBAnk NA was signed by The Honorable Mary F. Walrath,
US Bankruptcy Court Judge for the District of Delaware on the
12th day of October 1999.


PLANET HOLLYWOOD: Closes 9 Locations
------------------------------------
Planet Hollywood International, Inc., has taken the first step in
implementing its prenegotiated debt restructuring plan pursuant
to Chapter 11 of the U.S. Bankruptcy Code. The company and
certain of its subsidiaries filed the Chapter 11 petitions in
Delaware, and, in the immediate near future, will file its plan
of reorganization. As part of that plan, the company closed nine
of its thirty-two U.S. locations.

On August 17, 1999, the company announced that it had entered
into an agreement in principle with a subcommittee representing
holders of its Senior Subordinated Notes and, the formation of an
investor group organized by Robert Earl, the company's Chief
Executive Officer, including HRH Prince Alwaleed bin Talal and
Mr. Ong Beng Seng, to restructure the company's financial
position. Thereafter, on August 24, 1999, the company announced
that it had received confirmation that the requisite holders of
more than $160 million of the Notes had accepted the restructure
offer, which offer will be the basis of the company's plan of
reorganization.

Robert Earl, Chairman and Chief Executive Officer noted "Today is
the first step in our plan to position Planet Hollywood for a
return to long-term profitability and healthy growth. In fact,
two-thirds of our restaurants will remain open for business and,
in the aggregate, will generate profit through this restructuring
process. Our business plan calls for upgrading a number of
facilities and menus."

The company noted that it had satisfactorily terminated some of
the nine leases on favorable terms with landlords in advance of
the filing. Additionally, the company is still negotiating with
certain landlords and potential franchisees for amicable
resolution of some other units. Accordingly, there may still be a
couple of additional closures or franchise conversions in the
next week or so.

The locations of the Planet Hollywood restaurants remaining open
are:

Atlanta, Atlantic City, Baltimore, Beverly Hills, Dallas, Easton,
Honolulu, Key West, Lake Tahoe, Las Vegas, Mall of America,
Myrtle Beach, Nashville, New Orleans, New York, Orlando, Reno,
San Antonio, San Diego, San Francisco, St. Louis, Seattle, and
Washington, D.C.

The locations of the Planet Hollywood restaurants closing today
are:

Chicago, Costa Mesa, Ft. Lauderdale, Gurnee Mills, Houston,
Indianapolis, Maui, Miami and Phoenix.


PLUMA INC: Order Grants Motion To Sell Inventory and Trademark
--------------------------------------------------------------
The US Bankruptcy Court for the middle District of North Carolina
Greensboro Division entered an order granting the debtor
authority to sell inventory and trademark to Wal-Mart Stores,
Inc. d/b/a Sam's Club together with the good will of the business
symbolized by said trademark.


READING CHINA AND GLASS: Seeks To Extend Exclusivity
----------------------------------------------------
The debtors, RCG Liquidation Company, f/k/a Reading China and
Glass, Inc. and affiliated debtors seek a court order extending
the debtors' exclusive periods in which to file a Chapter 11 plan
and to solicit acceptances thereof.  

The debtors seek entry of an order extending by approximately 60
days the exclusive periods within which to file a Chapter 11 plan
through and including December 23, 1999 and the period to solicit
acceptances thereof through and including February 24, 2000.


Over the course of the last several months, the debtors have
liquidated substantially all of their assets and have initiated
the claims administration and reconciliation process. In
addition, the debtor s and their professionals have established
collection procedures for the recovery of preferential payments
and filed a motion to establish resolution procedures for vendor
reclamation demands.  The claims administration and
reconciliation process have taken longer than the debtor
anticipated and therefore the debtor need additional time to
complete its proposed Disclosure statement.


SHOE CORP: Seeks Approval of Investment Banker
----------------------------------------------
The debtors, Shoe Corporation of America, Inc. and its debtor
affiliates seek a court order authorizing the employment of
Houlihan Lokey Howard & Zukin Capital, LP as investment banker to
the debtors.  The debtors propose to hire Houlihan Lokey for the
purpose of reviewing the debtors' financial position, financial
history, operations, competitive environment, and assets to
assist the debtors in determining the best means of effectuating
a sale, merger, joint venture or other combination or disposition
of the debtors' assets and/or its stock or any portion thereof.

The Agreement provides that Houlihan Lokey will receive a non-
refundable retainer in the amount of  $75,000.  Additionally,
Houlihan Lokey will be paid a contingent fee at the closing of
any Transaction equal to 1.65% of the Aggregate Gross
Consideration, up to an amount equal to the Senior Lender's claim
and 5% of the Aggregate Gross Consideration, thereafter, less the
retainer.  The agreement provides that if a transaction is
consummated, the minimum Contingent Fee to be paid out of the
proceeds of the Transaction will be $450,000.

The debtors believe that the services of Houlihan Lokey are
necessary and in the best interests of the debtors' estates.


STUART ENTERTAINMENT: Committee Taps Young Conaway
--------------------------------------------------
The Official Committee of Unsecured Creditors of Stuart
Entertainment, Inc. seeks to employ and retain Conaway Stargatt &
Taylor LLP as co-counsel to the official committee of unsecured
creditors.  Compensation will be paid on an hourly basis, ranging
from $365 per hour to $190 per hour.




UNITED COMPANIES: Changes CEO, Appoints New Financial Officer
-------------------------------------------------------------
United Companies Financial Corporation, operating in a chapter 11
proceeding since March 1, 1999, has announced that Deborah Hicks
Midanek, its Chief Executive Officer since the commencement of
its chapter 11 bankruptcy case, has resigned in order to attend
to family health issues. The company's Board of Directors
appointed Lawrence J. Ramaekers, who has been serving as Chief
Operating Officer since July 1999, to replace Ms. Midanek as
Chief Executive Officer. Mr. Ramaekers will also continue to
serve in his current capacity as Chief Operating Officer of the
company.

Chairman of the Board of Directors, James J. Bailey, III said,
"The Board of United Companies wants to express its appreciation
for the exemplary dedication and skill Ms. Midanek brought to an
extremely complex and challenging assignment. Her tireless work
on behalf of all the stake holders will be difficult to replace."

Like Ms. Midanek, Mr. Ramaekers is a principal of Jay Alix &
Associates, a crisis management and turnaround consulting firm.
He brings 20 years of experience in the daily operation and
management of numerous companies in chapter 11, including Color
Tile, Inc., Cardinal Industries, Inc., Fred Sanders, and Phoenix
Steel. Mr. Ramaekers' background also includes 37
years of management positions for large public and private
corporations, including National Car Rental System, Inc.,
Koepplinger's Bakery, Procter & Gamble, The Stroh Brewery
Company, and Coca-Cola Bottling Company - Detroit. He has held
the titles of Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer and Director of Corporate
Planning of many companies.

United Companies Financial also announced that Rebecca A. Roof,
also of Jay Alix & Associates, has been named as Chief Financial
Officer by the company's Board of Directors. Ms. Roof brings
extensive experience in crisis management and restructuring
acquired during her association with Jay Alix & Associates.  She
has served as Vice President and CFO of a Houston-based oilfield
services company, CFO of a Houston-based distributor
and retailer of after-market auto parts, and interim CFO and
Deputy Restructuring Officer for a Pennsylvania-based teaching
hospital.


UNITED COMPANIES: Servicing Platform 3rd Party Interest Needed
--------------------------------------------------------------
United Companies Financial is currently soliciting third party
interest in its servicing platform and says such efforts will
continue. In this regard, the company is seeking an experienced
and qualified sub-servicer to assume the company's functions as
servicer in the pooling and service agreements relating to the
company's prior securitization transactions. United
Companies Financial services a loan portfolio of nearly $6
billion.

During the week of September 20, the company began to distribute
requests for proposals to interested third parties. The company
desires to receive responses to its request for proposals and
complete negotiations for an agreement on a servicing transaction
by the end of November in order to incorporate the transaction
into its plan of reorganization. There can be no assurance that
the company's efforts will result in an acceptable
agreement being reached. Any agreement will be subject to
approval by the Bankruptcy Court.

In this context, the company has filed a motion in its chapter 11
case to extend the period during which the company possesses the
exclusive right to file a plan of reorganization.

If the bankruptcy court grants this motion, the exclusive period
will be extended to February 26, 2000, and the company will have
until April 27, 2000 to solicit acceptances of its plan. The
hearing on this motion is scheduled to take place on November 3,
1999.

United Companies is a specialty finance company which services
non-traditional consumer loan products. It has been in a Chapter
11 reorganization since March 1, 1999.


VENCOR: Seeks To Sell West Palm Beach Property For $1.05 M
----------------------------------------------------------
Through the 1995 merger of Hillhaven Corporation into Vencor, the
Debtors acquired a nursing center located on Flagler Drive in
West Palm Beach, Florida.  The neighborhood deteriorated to the
point that the Debtors believed it was not suited to an elderly
nursing center population.  Accordingly, in 1995, the Debtors
begann construction of a replacement facility in a better
neighborhood.  The new facility is complete and the
residents were relocated on October 12, 1999.  

As a result of their in-house marketing efforts, the Debtors
located a buyer for the Flagler Road Facility.  Flagler Realty &
Development entered into a Purchase and Sale Agreement in June,
1999, offering $1,050,000 in cash for the Property, as is, where
is and with all faults.  

The Debtors ask the Court, pursuant to 11 U.S.C. Sec. 365(a), for
permission to assume the Purchase and Sale Agreement and,
pursuant to 11 U.S.C. Sec. 363(b)(1), for permission to sell the
property to Flagler.


WIRELESS ONE: Memorandum of Law In Support of Plan
--------------------------------------------------
The debtor, Wireless One, Inc. supports Confirmation of its plan
with a memorandum of law. The debtor responds to each objection
to the plan, each of which relate to contracts or leases with the
debtor.  As of the Petition Date, the indebtedness of the debtor
was approximately $372 million.  In general the plan provides
that administrative expense claims, priority tax claims, priority
non-tax claims, secured claims, BTA Installment Note claims and
unsecured claims will be rendered unimpaired.  Holders of Other
Old Senior Note Claims will receive cash in the amount of the
outstanding principal amount plus accrued and unpaid interest as
of the Effective Date, or cash in the amount of the accredited
value of such Old Senior Note Claims as of the Effective Date of
the Plan, as appropriate; MCI WorldCom, as holder of the MCI
WorldCom Claims and Interests, will receive all of the New Common
Stock of Reorganized Wireless; holders of Indemnity Claims will
be entitled to assert such claims against Reorganized Wireless,
but only to the extent of coverage available under any directors'
and officers' insurance; and holders of Old Common Stock
Interests will receive approximately $1.32 per share of Old
Common Stock (less the exercise price of options and warrants in
the case of Old Unexercised Options and Warrants.)  Holders of
other equity interests will not receive any distributions under
the plan.

MCI WorldCom Claims and interests are impaired under the plan.  
MCI World Com shall receive the New Common Stock, Estimated
recovery is 92%, based upon an assumed total enterprise value of
$420 million.

Old Common Stock Interests are impaired and estimated recovery is
$1.32 per share (less the exercise price...)


* 36 hole New Mexico Golf Course For Sale
-----------------------------------------
In the case of Phyllis L. Crowder, US Bankruptcy Court for the
District of New Mexico, a 36 hole golf course/ club housed and
related assets are to be sold by public auction by Bernard R.
Given, II, trustee for the estate of Phyllis L. Crowder.

The auction will be held on November 10, 1999 at 1:30 PM in the
Fifth Floor courtroom at the Federal Building in the US
Courthouse, 421 Gold Avenue, SW Albuquerque, NM.  The assets are
to be sold pursuant to the bid procedure previously approved by
the court.


Meetings, Conferences and Seminars
----------------------------------
November 4-5, 1999
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      Assessing the Present and Looking to the Future
         The Doubletree Hotel, Nashville, Tennessee
            Contact: 1-423-549-7000 or mmiller@bdbc.com

November 11-13, 1999
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
   COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION    
      11th Annual Advanced ALI-ABA Course of Study:
      The Emerged and Emergine New Uniform Commercial Code
         New York Hilton Hotel, New York City
            Contact: 1-800-CLE-NEWS

November 17-20, 1999
   AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW
   SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL
   BANKS OF THE DOMINICAN REPUBLIC
      Educational Exchange
         Case De Campo Resort, LaRomana, Dominican Republic
            Contact: 1-703-739-0800

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

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

December 9-11, 1999
   STETSON COLLEGE OF LAW
      24th Annual Seminal on Bankruptcy Law & Practice
         Sheraton Sand Key Resort
         Clearwater Beach, Florida
            Contact: 1-727-562-7830 or cle@law.stetson.edu

February 27-March 1, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448
March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

June 29-July 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

September 21-22, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   


           *********

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,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
rate is $575 for six months delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  


       * * * End of Transmission * * *