TCR_Public/991101.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Monday, November 1, 1999, Vol. 3, No. 211
                     
                     Headlines

BELL GEOSPACE: Administaff Seeks To Disqualify Law Firm
BELL GEOSPACE: Seeks To Hire Counsel
COMMERCIAL FINANCIAL: Committee Objects to Exclusivity Extension
COSTILLA ENERGY: Seeks Approval of Compromise With Seisgen
EAGLE GEOPHYSICAL: Meeting of Creditors

FILENE'S BASEMENT: Seeks Extension To Assume/Reject Leases
FILENE'S BASEMENT: Seeks To Retain Real Estate Consultant
FLORIDA COAST: Hearing To Consider Entry of DIP Financing
GENERAL ELECTRO: Seeks Authority To Employ Damon & Morey LLP
GENESIS DIRECT: Order Approves Employment Arrangement

GTS: Subsidiaries File Voluntary Petitions
GULF STATES STEEL: Regulations Approved By Emergency Board
GULFPORT ENERGY: Wexford Group/Davidson Control 60.7% In Stocks
HOME HEALTH: Seeks Extension of Exclusivity
HOME HEALTH: Seeks Extension To Assume/Reject Leases

HVIDE MARINE: Reports Third Quarter Loss
IONICA: Nortel Networks Renews Support to Dismiss Case
JUMBOSPORTS: Definitive Purchase of Colorado Stores
LLOYD'S SHOPPING CENTERS: Seeks Authority To Sell Property
LOEHMANN'S: Creditors Committee Supports Extension For Leases

MAXIM GROUP: Announces Restated Financial Results
NET TELECOMMUNICATIONS: Hearing on Disclosure Statement
OPTEL INC: Announces Fourth Quarter and Annual Results
OPTEL INC: Announces Voluntary Chapter 11 Filing
OPTEL INC: Groupe Videotron Writes Off Investment

PARAGON TRADE: Stockholder Seeking Ouster Of Board Of Directors
PHC INC: Financial Statements Show Annual Net Loss
PHILIP SERVICES: Over 90% Support from U.S. Creditors for Plan
PRAEGITZER INDUSTRIES: Restructuring Creates Year-End Loss
PURINA MILLS: Announces Reorganization Under Chapter 11

RAND ENERGY: Objection Of Nabors Drilling To Joint Plan
SOUTHERN MINERAL: Seeks Bankruptcy Protection
STAFF BUILDERS: Spin-Off Transaction/Financials Released
STUART ENTERTAINMENT: Filing of Loan and Security Agreement
               
                     *********

BELL GEOSPACE: Administaff Seeks To Disqualify Law Firm
-------------------------------------------------------
Administaff Companies Inc. seeks to disqualify the law firm of
Andrews & Kurth, LLP as the debtor's counsel.  A hearing on the
motion will be held on November 17, 1999, at 2:00 PM in the US
Bankruptcy Court, 824 Market Street, 6th Floor, Wilmington, DE.
Any objections to the motion must be filed on or before November
12, 1999.


BELL GEOSPACE: Seeks To Hire Counsel
------------------------------------
The debtor, Bell Geospace, Inc. seeks court approval to hire
Andrews & Kurth as its counsel and Connolly Bove Lodge & Hutz LLP
as local Delaware co-counsel for the debtor.

The law firm of Andrews & Kurth will provide the following
services;

Advise the debtor with respect to its powers and duties as debtor
in the continued operation of its business;

Assist the debtor in its negotiations with creditors and their
professionals;

Take all necessary actions to protect and preserve the estate of
Bell Geospace, including the prosecution of actions on behalf of
Bell Geopspace, the defense of any actions, and negotiation of
disputes.

Assist the debtor in the formulation and negotiation of a plan;

Prepare all necessary motions, applications, answers, order,
reports and papers as necessary.

Andrews & Kurth received and holds a retainer for services to be
rendered to the debtor in the approximate amount of $30,000.  the
hourly rates range from $150-$450 for attorneys.  The attorneys
primarily responsible for this matter will be Douglas G. Walter,
whose hourly rate is $260 and Allison Comment, whose hourly rate
is $150.

The law firm Connolly Bove Lodge & Hutz LLP will charge its
hourly rates which range from $125 per hour to $260 per hour for
attorneys.


COMMERCIAL FINANCIAL: Committee Objects to Exclusivity Extension
----------------------------------------------------------------
The Official Committee of Asset-Backed Security holders filed a
response to the debtors' third motion to extend exclusivity and
joins in the objection of Norwest Bank Minnesota, NA.

Since the debtors filed a motion for the extension of
exclusivity, the ABS Committee filed a plan of liquidation.  The
Committee states that this is "indisputably a liquidation
proceeding. There is no business to operate or reorganize."

The Committee points out that all, or substantially all of the
debtors' tangible assets have already been liquidated.  There is
no equity interest to preserve or protect.  According to the
committee, the filing of its plan of liquidation renders the
debtors' motion to extend exclusivity moot.  The Committee also
states that the debtors have made no progress in negotiating a
consensual plan.  The debtors have not engaged in any meaningful
discussions with the Committee as to a consensual plan and none
appear imminent.


COSTILLA ENERGY: Seeks Approval of Compromise With Seisgen
----------------------------------------------------------
Costilla Energy Inc. seeks an emergency hearing to approve its
compromise of controversy with Seisgen Exploration, Inc.

Seisgen has negotiated a transaction to sell its interest in
Zalman #1 well located in Lavaca county, Texas to Hallwood Energy
Corp., effective October 1, 1999.  Costilla is the operator under
the agreement and invoices Seisgen for its joint interest
billing.

Under the settlement, Costilla will receive a total of $485,503.  
In exchange, Costilla will release its lien claim to those funds
that arise due to Costilla's status as the operator of the
property, and would release Seisgen of any further liability in
this case.


EAGLE GEOPHYSICAL: Meeting of Creditors
---------------------------------------
The debtors, Eagle Geophysical De Columbia Inc., Eagle
Geophysical De Bolivia, Inc., Eagle Geophysical De Peru, Inc. and
Eagle Geophysical De Ecuador, Inc. filed voluntary petitions for
relief under Chapter 11 on September 29, 1999.

A meeting of creditors is scheduled for November 19, 1999 at 9:30
AM at the J. Caleb Boggs Federal Building, 844 King Street, Room
2313, Wilmington, Delaware.


FILENE'S BASEMENT: Seeks Extension To Assume/Reject Leases
----------------------------------------------------------
The debtors, Filene's Basement, Inc. and Filene's Basement Corp.
seek an extension of ninety days, until January 20, 2000 to
determine whether or not to assume or reject each of their
leases.  The leases are the primary real estate asset of the
debtors as all of its operating stores are located at leased
premises.  The debtors state that their estates are large and
complex and that a significant number of leases bust be
evaluated.  Also, the debtor has recently changed professionals
and is attempting to formulate a sound strategy with respect to
the leases.  At this time, the debtors believe that the ninety
day extension will provide them enough time to determine which
leases the debtors must assume or reject.


FILENE'S BASEMENT: Seeks To Retain Real Estate Consultant
---------------------------------------------------------
The debtors, Filene's Basement, Inc. and Filene's Basement Corp.
seek an order authorizing the retention of Atlantic Retail
Properties as special real estate consultant.

The debtors wish to retain Atlantic Retail in connection with the
sale of its leasehold interests relating to twenty stores,
nineteen of which have closed or are in the process of conducting
going-out-of-business sales within the next 75 days and one store
that the debtors would close if they were able to sell their
leasehold interest at an appropriate price.

The GOB Sales are scheduled to end no later than December 31,
1999, therefor the debtors and Atlantic will have less than 75
days in which to market the GOB leases, obtain offers and close
the sale of up to 20 significant commercial interests.


FLORIDA COAST: Hearing To Consider Entry of DIP Financing
---------------------------------------------------------
A hearing to consider the motion for entry of a fourth DIP
Financing Order will be held on October 29, 1999 at 11:30 AM.  
Objections must be received on or before October 27, 1999.  The
debtors have received $2.5 million in Postpetition Advances from
Stone Container Corporation under the first three financing
orders.  Tone is willing to provide an additional $1.245 million
subject to the terms of the fourth DIP Financing Order.   
Advances of up to $650,000 may be made to enable the debtors to
pay the expenses set forth in the cash flow budget.


GENERAL ELECTRO: Seeks Authority To Employ Damon & Morey LLP
------------------------------------------------------------
General Electro-Mechanical Corp., debtor, seeks authority to
employ Damon & Morey LLP as its attorneys.  A hearing shall be
held on November 10, 1999 in the US Bankruptcy Court for the
Western District of New York.


GENESIS DIRECT: Order Approves Employment Arrangement
-----------------------------------------------------
The debtors, Genesis Direct, Inc. et al. are authorized to pay
the Stay Bonus to the debtors' key employees, and a further
hearing will be held on November 1, 1999 at 10:00 AM to consider
stay bonus and severance payments to Joe Glabowski and Nick
Parrinelli.


GTS: Subsidiaries File Voluntary Petitions
------------------------------------------
Global Telecommunication Solutions, Inc. (OTC BB: GTST, GTSTW)
("GTS" or the "Company") announced that it intends to sell its
legacy phonecard business to focus on developing its two recently
formed subsidiaries, TalkToGo.com, Inc. and Imagine Telecom, Inc.  
To accomplish this, certain of the Company's subsidiaries have
filed voluntary petitions with the U.S. Bankruptcy Court for
the District of Delaware under Chapter 11 of the U.S. Bankruptcy
Code. The subsidiaries elected to seek court protection to
facilitate the possible sale of their assets.  Randy Cherkas,
President of GTS, stated, "The Company's long history of losses
in the prepaid phonecard business, coupled with an increasingly
competitive environment, has forced us to conclude that our only
viable alternative was to exit this business. Our intent is to
sell the assets of our phonecard operation to a strategic buyer
who will continue to run the business." According to Lee
Montellaro, the Company's Chief Financial Officer, "GTS will not
realize any funds from the disposition of these subsidiaries
since, at June 30, 1999, these subsidiaries had assets with a
book value of approximately $ 9 million and approximately $ 22
million in liabilities, and all sale proceeds will be used to pay
obligations.  "Additionally, while hurdles remain, we believe
this plan should leave GTS substantially debt free and in a
position to move forward." Mr. Cherkas continued "With GTS now
refocused, its continuing operations will utilize its promotional
expertise to bring innovative permission marketing opportunities
to prospective clients.  "Both TalkToGo.com and Imagine Telecom
are focusing on areas of one-to-one marketing that should
allow for higher operating margins and growth, utilizing not only
telephony but also the Internet and wireless communications."


GULF STATES STEEL: Regulations Approved By Emergency Board
----------------------------------------------------------
The debtor, Gulf States Steel, Inc. supports entry of its order
seeking extension of its exclusive periods through February 29,
2000 and April 30, 2000 by arguing that certain regulations were
approved by the Emergency Steel Guaranty Board, permitting loans
to steel companies such as the debtor. The program will provide
guarantees for up to $1 billion in loans to qualified steel and
iron ore companies. The debtor anticipates that on account of the
passage of the regulations, the debtor will receive an additional
loan, and the debtor will be able to act accordingly in filing
its plan of reorganization.


GULFPORT ENERGY: Wexford Group/Davidson Control 60.7% In Stocks
---------------------------------------------------------------
The following entities hold common stock shares of Gulfport
Energy Corporation in the amounts and percentages noted:

WEXFORD MANAGEMENT LLC
(a) Aggregate number of shares of common stock beneficially
owned: 1,795,860  Percentage: 17.7%
(b) 1. Sole power to vote or to direct vote: -0-
    2. Shared power to vote or to direct vote: 1,795,860
    3. Sole power to dispose or to direct the disposition: -0-
    4. Shares power to dispose or to direct the disposition:
                               1,795,860
(c) Wexford Management may be deemed to have the right to
receive or the power to direct the receipt of dividends
from, or proceeds from the sale of the common stock.

WEXFORD SPECTRUM INVESTORS LLC
       (a) Aggregate number of shares of common stock
beneficially owned: 11,138
  Percentage: 0.1%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 11,138
           3. Sole power to dispose or to direct the disposition:
           -0-
           4. Shares power to dispose or to direct the
disposition: 11,138
       (c) Wexford Spectrum may be deemed to have the right to
           receive or the power to direct the receipt of
           dividends from, or proceeds from the sale of the
           common stock.

WEXFORD SPECTRUM ADVISORS, LLC
       (a) Aggregate number of shares of common stock
beneficially owned: 11,138     Percentage:  0.1%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 11,138
           3. Sole power to dispose or to direct the
           disposition:-0-
           4. Shares power to dispose or to direct the
           disposition: 11,138
       (c) The Spectrum General Partner may be deemed to have the
        right to receive or the power to direct the receipt of
        dividends from, or proceeds from the sale of the common            
        stock.

WEXFORD SPECIAL SITUATIONS 1996, L.P.
       (a) Aggregate number of shares of common stock
beneficially owned: 608,702      Percentage: 6.0%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 608,702
           3. Sole power to dispose or to direct the disposition:
            -0-
           4. Shares power to dispose or to direct the
            disposition:  608,702
       (c) Wexford Special Situations 1996, L.P. may be deemed to  
           have the right to receive or the power to direct the
           receipt of dividends from, or proceeds from the sale
           of the common stock.

WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, L.P.
       (a) Aggregate number of shares of common stock
beneficially  owned: 102,141     Percentage: 1.0%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 102,141
           3. Sole power to dispose or to direct the
              disposition:0
           4. Shares power to dispose or to direct the
              disposition: 102,141
       (c) Wexford Special Situations 1996 Institutional, L.P.
           may be deemed to have the right to receive or the
           power to direct the receipt of dividends from, or
           proceeds from the sale of the common stock.

WEXFORD ADVISORS, LLC
       (a) Aggregate number of shares of common stock
beneficially owned: 738,168    Percentage: 7.3%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 738,168
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
              disposition: 738,168
       (c) The Special General Partner may be deemed to have the
           right to receive or the power to direct the receipt of
           dividends from, or proceeds from the sale of the
           common stock.

WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P.
       (a) Aggregate number of shares of common stock
beneficially owned: 172,767   Percentage: 1.7%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 172,767
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
              disposition: 172,767
       (c) Wexford-Euris may be deemed to have the right to
           receive or the power to direct the receipt of
           dividends from, or proceeds from the sale of
           the common stock.

WEXFORD-EURIS ADVISORS, LLC
       (a) Aggregate number of shares of common stock
beneficially  owned: 172,767  Percentage:  1.7%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 172,767
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
              disposition: 172,767
       (c) The Euris General Partner may be deemed to have the
right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of the common stock.

WEXFORD SPECIAL SITUATIONS 1996, LIMITED
       (a) Aggregate number of shares of common stock
beneficially owned: 27,325    Percentage:  0.3%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 27,325
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
              disposition: 27,325
       (c) Wexford Cayman may be deemed to have the right to
           receive or the power to direct the receipt of
           dividends from, or proceeds  from the sale of the           
           common stock.

WEXFORD CAPITAL PARTNERS II, L.P.
       (a) Aggregate number of shares of common stock
beneficially owned: 736,342   Percentage:  7.3%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 736,342
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
              disposition: 736,342
       (c) Wexford Capital may be deemed to have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of the common stock.

WEXFORD CAPITAL CORPORATION
       (a) Aggregate number of shares of common stock
beneficially owned: 736,342    Percentage:  7.3%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 736,342
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
disposition: 736,342
       (c) The Wexford Capital General Partner may be deemed to
           have the right to receive or the power to direct the
           receipt of dividends from, or proceeds from the sale
           of the common stock.

WEXFORD OVERSEAS PARTNERS I, L.P.
       (a) Aggregate number of shares of common stock
beneficially owned: 137,445   Percentage:  1.4%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 137,445
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
disposition: 137,445
       (c) Wexford Overseas may be deemed to have the right to
           receive or the power to direct the receipt of
           dividends from, or proceeds from the sale of the
common stock.

WEXFORD CAPITAL LIMITED
       (a) Aggregate number of shares of common stock
beneficially owned: 137,445   Percentage:  1.4%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 137,445
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
disposition: 137,445
       (c) The Wexford Overseas General Partner may be deemed to
           have the right to  receive or the power to direct the
           receipt of dividends from, or proceeds from the sale
           of the common stock.

CD HOLDING COMPANY, LLC
       (a) Aggregate number of shares of common stock
beneficially owned:  3,574,722  Percentage: 35.2%
       (b) 1. Sole power to vote or to direct vote: -0-
           2. Shared power to vote or to direct vote: 3,574,722
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
disposition: 3,574,722
       (c) CD Holding Company, LLC may be deemed to have the
right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of the common stock.

CHARLES E. DAVIDSON
       (a) Aggregate number of shares of common stock
beneficially owned: 6,154,855   Percentage: 60.7%
       (b) 1. Sole power to vote or to direct vote: 4,358,995
           2. Shared power to vote or to direct vote: 1,795,860
           3. Sole power to dispose or to direct the disposition:
                   4,358,995
           4. Shares power to dispose or to direct the
disposition: 1,795,860
       (c) Mr. Davidson may be deemed to have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of the common stock.

JOSEPH M. JACOBS
       (a) Aggregate number of shares of common stock
beneficially owned: 1,795,860   Percentage: 17.7%
       (b) 1. Sole power to vote or to direct vote:  -0-
           2. Shared power to vote or to direct vote: 1,795,860
           3. Sole power to dispose or to direct the disposition:
              -0-
           4. Shares power to dispose or to direct the
disposition: 1,795,860
       (c) Mr. Jacobs may be deemed to have the right to receive
           or the power to direct the receipt of dividends from,
           or proceeds from the sale of the common stock.


HOME HEALTH: Seeks Extension of Exclusivity
-------------------------------------------
The debtors, Home Health Corporation of America, Inc., et al.
seek an order further extending the exclusive periods during
which the debtors may file and solicit acceptances of a plan.  A
hearing will be held on November 17, 1999 at 3:00 PM.  The
debtors seek an extension of the time to file a plan through
December 3, 1999 and of the period during which the debtors have
the exclusive right to solicit acceptances of such plan through
February 1, 2000.

The debtors have rejected a number of commercial leases and
executory contracts which were either burdensome to their estates
or of inconsequential value, they have resolved a significant
dispute with the Department of Health and Human Services
regarding pre-petition Medicare overpayments, and they have
completed and filed their schedules of assets and liabilities and
statements of financial affairs and established a bar date for
the filing of proofs of claim.  the debtors have presented to
their lender group a comprehensive business plan and have
commenced drafting a plan of reorganization and disclosure
statement.  The debtors believe that without an extension of
exclusivity they may lose the confidence of patients, vendors and
employees, which would severely undermine their operations.


HOME HEALTH: Seeks Extension To Assume/Reject Leases
----------------------------------------------------
Home Health Corporation of America Inc., et al. seeks an
extension of additional ninety days, from November 15, 1999, to
assume or reject unexpired leases of nonresidential real
property.  A hearing on the motion will be held on November 17,
1999 at 3:00 PM.

The debtor asserts that it is party to a great many unexpired
leases of nonresidential real property.  The leases pertain to
commercial premises used by the debtors for sales, storage,
patient visitation and executive and administrative offices in
various states around the country.  In connection with the
formulation of their business plans, the debtors are continuing
to review and analyze their leases to determine whether they are
profitable locations, and their respective economic values from
the perspective of the debtors' reorganization and restructuring
efforts.


HVIDE MARINE: Reports Third Quarter Loss
----------------------------------------
Hvide Marine Incorporated (OTC Bulletin Board: HMARQ) today
reported a net loss of $20.1 million or $1.29 per diluted share
on revenues of $86.0 million for the quarter ended September 30,
1999.  In the year-earlier period, the Company had net income of
$3.9 million or $0.25 per diluted share on revenues of $100.1
million. Results in the current quarter and year-to-date have
been adjusted to reflect the consolidation, as of September 30,
1999, of Lightship Tankers, LLC, a 50.75%-owned subsidiary, which
was previously accounted for under the equity method.

On an operating basis (i.e., results from operations before
interest and taxes), the Company had an operating loss of $6.2
million during the 1999 quarter versus operating income of $19.0
million in the 1998 quarter.

"These results, while disappointing, were in line with our
expectations," commented Jean Fitzgerald, Chairman, President and
CEO. "Continued strength in our tanker and towing operations was
more than offset by weakness in the offshore sector, higher
interest charges, and professional fees and expenses associated
with our Chapter 11 filing.  We hope to put these expenses behind
us and emerge from Chapter 11 by year end or early next year.
By then, conditions in the offshore sector -- and particularly
the Gulf of Mexico -- are expected by many industry experts to
show improvement."

For the nine months ended September 30, 1999, revenues of $265.4
million were off 10% from $296.0 million a year ago.  The Company
had a net loss of $52.9 million or $3.42 per diluted share in the
1999 nine months versus net income, before an extraordinary item,
of $21.4 million or $1.28 per diluted share in the 1998 nine
months.

Turning to operating results for the quarter, revenues from the
Company's Seabulk Offshore unit fell to $32.2 million from $60.1
million a year earlier, reflecting lower worldwide day rates and
reduced international utilization. In the Gulf of Mexico, day
rates for Seabulk Offshore's 21 supply boats averaged $3,538 or
45% below the comparable 1998 figure of $6,474, although
utilization rose to 74% from 55%.  Seabulk Offshore's 33 Gulf of
Mexico crewboats averaged $1,754 and a 75% utilization rate
versus $2,333 and 78%, respectively, a year earlier.  

Internationally, where the Company has major operations in West
Africa and the Middle East and Far East, day rates for Seabulk
Offshore's fleet of 67 anchor handling tug and tug supply
vessels averaged $4,662 versus $5,914 in the 1998 quarter, while
utilization declined to 49% from 77%.

For Hvide Marine Towing, which operates a fleet of 37 offshore
and harbor tugs in the Gulf of Mexico and along the Florida and
Gulf coasts, revenues of $10.9 million for the quarter ended
September 30, 1999 were down slightly from last year's quarter,
when the fleet numbered 41 vessels.

Revenues from the Company's marine transportation sector were up
more than 50% to $43.0 million, primarily as a result of the
completion and deployment of the Company's Lightship Class
tankers, which consist of five newly constructed, double-hull
chemical and petroleum product carriers.  In August, the Company
signed an agreement with a subsidiary of Tesoro Petroleum
Corporation for the charter of one of the Lightship vessels,
beginning in May 2000, for a three-year primary term and two one-
year options.

As previously announced, the Company filed for Chapter 11
protection on September 8, 1999.  At that time, the Company also
entered into a $60 million debtor-in-possession credit facility
to provide sufficient liquidity throughout the period of
reorganization to fulfill customer contracts and pay employees,
vendors and trade creditors.  On October 1, the Company filed
a proposed Plan of Reorganization and Disclosure Statement.  A
Court hearing to consider approval of the Disclosure Statement is
scheduled for November 2. A second Court hearing to consider
confirmation of the Company's Plan of Reorganization is scheduled
for December 1.  In the meantime, operations continue as normal,
and the Company has been pleased with the response of customers
and vendors to its filing.

With a fleet of 275 vessels, Hvide Marine is one of the world's
leading providers of marine support and transportation services,
primarily to the energy and chemical industries.  Visit Hvide on
the Web at www.hvide.com .


IONICA: Nortel Networks Renews Support To Dismiss Case
------------------------------------------------------
Nortel Networks plc submits a supplemental reply memorandum of
law in support of its motion to dismiss the Chapter 11 case of
Ionica plc and for a stay of examination of Discovery of Nortel.  

Nortel states that Ionica cannot rehabilitate.  It has given away
its customers, fired its employees, switched off its network and
is in the process of selling its assets to third parties.  Ionica
argues that ongoing negotiations could lead to a restructuring.  
But Nortel states that the negotiations could lead to a
liquidation, not a rehabilitation.  Nortel states that this court
must either convert or dismiss the case.


JUMBOSPORTS: Definitive Purchase of Colorado Stores
---------------------------------------------------
JumboSports, Inc., as debtor, in compliance with a court order,
files its notice regarding definitive purchase agreement for sale
of Denver stores located in Littleton, Colorado, Westminster,
Colorado  - subject to higher and better offers and/or lease or
sublease related real property. Final negotiations are underway
and competing bids are still being accepted.


LLOYD'S SHOPPING CENTERS: Seeks Authority To Sell Property
----------------------------------------------------------
Since the cessation of ordinary business operations at the
Middletown, NY and Newburgh, NY shopping centers, the debtor has
not produced sufficient cash to timely satisfy its obligations.  
The debtor's only source of income has been rent receipts from
the Middletown Center, which total $14,000 per month.  The
debtors have determined that a liquidating plan and the sale of
the shopping centers are the purpose of their filing this case.  

The debtor has entered into a Contract of Sale by and between
DPSW Holdings I LLC as purchaser and the debtor.  The purchase
price of the assets is $5.2 million.   The minimum opening bid
shall be $450,000 in excess of the purchase price and subsequent
bids must be in increments of at least $100,000.  A breakup fee
in the amount of $350,000 shall be paid to DPSW in the event a
higher/and or better offer is accepted.


LOEHMANN'S: Creditors Committee Supports Extension For Leases
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Loehmann's Inc.
supports the debtor's motion to extend the time to assume or
reject 71 unexpired non-residential real property leases for 90
days until January 13, 2000.

The Committee supports the motion because the requested extension
of time to determine the disposition of the leases is necessary
for a host of reasons.  First, the determination of whether to
assume or reject the leases should be made in the context of the
debtor's comprehensive long-term business plan.  Such a plan will
require an analysis of the strategic importance of each of the
debtor's stores on an individual basis in order to assess which
stores are necessary to an effective reorganization.

PricewaterhouseCoopers is expected to provide a written analysis
and recommendation to the debtor in the near future that is
anticipated to form the basis for the debtor's business plan.

The debtor has retained DJM Asset Management as a real estate
consultant for the purpose of evaluating the leases that were
part of the store closing program and to market and sell those
leases, if warranted.

Due to the number of leases and the complexity of the proceeding,
the Committee believes that the debtor should be afforded a
reasonable opportunity to meaningfully assess the value of the
balance of its leases.    Substantial additional data must be
accumulated on the profitability of each of the various stores to
allow for an informed determination on which stores should be
retained as part of the reorganized company.  The Committee
anticipates that after such data has been accumulated, the debtor
will be in a position to prepare its comprehensive business plan.


MAXIM GROUP: Announces Restated Financial Results
-------------------------------------------------
The Maxim Group, Inc. operates and franchises one of the largest
floor covering distribution networks in North America through
several retail floor covering concepts. These include, but are
not limited to, CarpetMAX(R), New York Carpet World, The Carpet
Exchange, and Carpetland USA, each a full-service floor covering
store format, and GCO Carpet Outlets, a cash-and-carry discount
floor covering store format. Maxim also owns CarpetsPlus of
America, LLC, a national resource network comprised of
independent floor covering dealers. To enhance Maxim's strategy
of becoming a true national retailer, Maxim intends to change the
Maxim Brands to a single brand operating under the name "Flooring
America."

In August 1998, Maxim significantly expanded its network of
company-owned stores by acquiring substantially all of the retail
store assets of Shaw Industries, Inc.  These assets included 266
retail floor covering stores, each of which operated under one of
ten different brand names, including New York Carpet World,
Carpetland USA and The Carpet Exchange. As of October 1, 1999,
Maxim owned and operated a total of 323 flooring centers, which
include the stores acquired from Shaw as well as 59
CarpetMAX stores and 12 GCO stores.

On April 6, 1999, Maxim issued a press release announcing
revenues of $684.4 million, a net loss of $3.0 million and a loss
per diluted share of $0.17 for the year ended January 31, 1999.
On May 18, 1999, Maxim announced that, as a result of the year-
end financial audit process, Maxim would record certain
adjustments to these previously reported financial results
for fiscal 1999, as well as for certain of the quarters therein.

In response, and after considering the recommendations of Maxim's
auditors, the Audit Committee of Maxim's Board of Directors in
turn recommended to the Maxim Board that a Special Committee of
the Board be appointed to, among other things, initiate a formal
inquiry into Maxim's accounting practices. The Special Committee
was appointed and so authorized by Maxim's Board and retained the
law firm of Smith, Gambrell & Russell, LLP to assist in the
investigation, which, in turn, retained the forensic
audit group of Arthur Andersen LLP to assist in conducting the
review and to provide advice on accounting matters.

As a result of a review of accounting records performed under the
direction of the Special Committee and completion of the year-end
audit process, Maxim announced restated financial results for the
fiscal year ended January 31, 1999 and each of the quarters
therein on October 11, 1999. For the year ended January 31, 1999,
Maxim reported restated revenues of $664.4 million, a net loss of
$19.6 million and a loss per diluted share of $1.10. These
restated results included changes in recognition and/or
timing of certain vendor support funds, certain expense accruals
and asset write-downs. No adjustments are necessary for periods
prior to fiscal 1999.

Maxim has restated its previously issued financial statements for
the three quarters ended April 30, 1998, July 31, 1998 and
October 31, 1998.


NET TELECOMMUNICATIONS: Hearing on Disclosure Statement
-------------------------------------------------------
A jointly proposed Disclosure statement and Chapter 11 plan of
liquidation was filed on October 22, 1999 by the debtors, Net
Telecommunications, Inc. and NTI Telecom, Inc.

A hearing on the disclosure Statement will be held in the Foley
Federal Building, 300 Las Vegas Boulevard South, Bankruptcy
Courtroom 2, Las Vegas, Nevada on November 4, 1999 at 9:30 AM.


OPTEL INC: Announces Fourth Quarter and Annual Results
------------------------------------------------------
OpTel, Inc ("OpTel") announced its unaudited financial results
for the fourth quarter and the twelve months of the fiscal year
ended August 31, 1999 ("fiscal 1999").  Net loss attributable to
common equity for the quarter amounted to $30.7 million versus
$30.8 million for the fourth quarter of 1998.  Net loss
attributable to common equity for twelve months of fiscal 1999
amounted to $114.6 million versus $83.1 million in fiscal 1998.  
These results are subject to potential audit adjustments.

On October 28, 1999 OpTel, and certain of its affiliates and
subsidiaries, filed for protection under Chapter 11 of the U.S.
bankruptcy laws. The filing allows the Company to operate its
businesses in the normal fashion under court protection while it
continues discussions with representatives of certain major
creditors and others on a restructuring plan.

The Company expects to have sufficient liquidity throughout the
period of reorganization to ensure payment of its obligations
incurred on an ongoing basis.  The Company anticipates that it
will complete its restructuring and emerge from Chapter 11 during
2000.  OpTel is a leading network based provider of integrated
communications services, including local and long distance
telephone, cable television and high-speed Internet access
services in the United States.  The Company currently provides
cable television and telecommunications services in a
number of metropolitan areas including Los Angeles, San Diego,
San Francisco, Phoenix, Denver, Houston, Dallas-Fort Worth,
Chicago, Indianapolis, Atlanta, Miami-Ft. Lauderdale and Orlando-
Tampa.  OpTel is majority owned by Le Groupe Videotron Ltee,
owner of the second largest cable television operator in
Canada.


OPTEL INC: Announces Voluntary Chapter 11 Filing
------------------------------------------------
OpTel, Inc. and certain of its affiliates and subsidiaries (the
"Company") announced a voluntary Chapter 11 filing in the United
States Bankruptcy Court in Delaware.  The filing allows the
Company to operate its businesses in the normal fashion under
court protection while it continues discussions with
representatives of certain major creditors and others on a
restructuring plan.

The Company expects to have sufficient liquidity throughout the
period of reorganization to ensure payment of its obligations
incurred on an ongoing basis.  The Company anticipates that it
will complete its restructuring and emerge from Chapter 11 during
2000.

The petitions filed by the Company have annexed thereto a
consolidated Exhibit A" which reflects that on a consolidated
basis, the Company has assets of approximately $540,424,000 and
liabilities of approximately $496,220,567.  The Company's assets
consist primarily of its video and telecommunications networks
and customers, and its liabilities include primarily secured debt
owed to two banks of approximately $10,000,000, other secured
debt, capital lease claims, publicly traded 13% Senior Notes
of approximately $226,218,611, publicly traded 111/2% Senior
Notes of approximately $203,833,333, and unsecured trade
liabilities.  The instant filing is occasioned by the continued
need for substantial capital and, in its existing condition,
inability to obtain additional public or private debt and/or
equity financing.

"Today's filing helps the Company to serve its customers and
operate its systems while it restructures its business,"
commented Michael Katzenstein, newly appointed President and CEO.  
R. Douglas Leonhard, an OpTel director since 1998 and who was
named Chairman of the Board today said, "The Company will be
managed to preserve the value of its assets and customers and
to conserve capital to fund our ongoing operations.  We believe
we have embarked on a course of action which will benefit our
creditors, employees and customers."

The Company is a leading provider of communications services,
including local and long distance telephone, cable television and
high speed Internet access services, to residents of multiple
dwelling units ("MDUs") in the United States. In each market that
it serves, the Company seeks to become the principal competitor
in the MDU marketplace to the incumbent local exchange carrier
("ILEC") and the incumbent franchise cable television operator by
providing a package of voice, video and Internet access services
at competitive prices.  The Company currently provides cable
television and telephone services in a number of metropolitan
areas including Houston, Dallas-Fort Worth, Los Angeles, San
Diego, San Francisco, Miami, Fort Lauderdale, Orlando, Tampa,
Phoenix, Denver, Chicago, Atlanta, Indianapolis, and Greater
Washington, D.C.  The Company currently provides Internet access
services in Houston, Dallas-Fort Worth, Denver and San Francisco.


OPTEL: Groupe Videotron Writes Off Investment
---------------------------------------------
Le Groupe Videotron ltee announces the write-off of its
investment in OpTel, Inc. -- its US indirect subsidiary involved
in private cable -- for Cdn$ 46 million, effective
August 31, 1999.

The investment in OpTel, Inc. will be retroactively accounted for
as a discontinued operation and reclassified as such with results
no longer consolidated with those of Groupe Videotron.
  
Le Groupe Videotron ltee is an integrated communications company
with subsidiaries in telecommunications, cable television,
Internet services, television production, broadcasting, e-
commerce, and remote surveillance. The Company also owns the
largest chain of video stores in Quebec.


PARAGON TRADE: Stockholder Seeking Ouster Of Board Of Directors
---------------------------------------------------------------
Stockholders of Paragon Trade Brands, Inc. are invited to attend
the 1999 annual meeting of stockholders at 9:00 a.m. on Monday,
November 29, 1999, at the Hotel Inter-Continental New York,
located at 111 East 48th Street, New York, New York.

The company has been notified pursuant to its By-laws that a
stockholder of the company intends to make a proposal at the
annual  meeting that the entire Board of Directors be removed and
replaced by himself and two other individuals nominated by that
shareholder.  For the reasons outlined in its Proxy Statement,
the company plans to oppose any such proposal and the election of
such individuals.

For details on the matters to be undertaken at the meeting and
further information concerning the election of Directors access
http://www.sec.gov/cgi-bin/srch-edgar?0000889429-99-000022,free  
of charge on the Internet.


PHC INC: Financial Statements Show Annual Net Loss
--------------------------------------------------
PHC, Inc. operates substance abuse treatment centers in several  
locations in the United States, a psychiatric hospital in
Michigan and psychiatric outpatient facilities in Nevada, Kansas
and Michigan.  PHC also manages a psychiatric practice in New
York, operates an outpatient facility through a physicians
practice, and operates behavioral health centers and maintains
a behavioral health web site.  PHC of Utah, Inc. and PHC of
Virginia, Inc. provide treatment of addictive disorders and
chemical dependency.  PHC of Michigan, Inc. provides inpatient
and outpatient psychiatric care. PHC of Nevada, Inc. and PHC of
Kansas, Inc. provide psychiatric treatment on an outpatient
basis. North Point-Pioneer, Inc. operates four outpatient
behavioral health centers under the name of Pioneer Counseling  
Centers.

Behavioral Stress Centers, Inc. provides management and  
administrative services to psychotherapy and psychological
practices.  Behavioral Health Online, Inc. provides behavioral
health information and education through its web site.  Quality
Care Centers of Massachusetts, Inc. operated a long-term care
facility known as the Franvale Nursing and Rehabilitation Center.

The company's year-end financial information recently released,
for the fiscal year ended June 30, 1999, indicates net revenues
of $19,139,496 against which the company experienced net losses
of $1,354,086.  During fiscal 1998 restated net revenues were
$21,246,189 and net losses $6,379,839.


PHILIP SERVICES: Over 90% Support from U.S. Creditors for Plan
---------------------------------------------------------------
Philip Services Corp. (TSE:PHV.) (ME:PHV.) announced that the
Company has filed a Supplement to the Amended and Restated Plan
of Compromise and Arrangement ("the Canadian Plan") under the
Companies Creditors' Arrangement Act ("CCAA") in Canada.  The
Company also announced that over 90% of those unsecured creditors
who voted on the Company's U.S. Amended Joint Plan of
Reorganization ("the U.S. Plan") voted to accept the U.S. Plan.
As the Company already has the support of its secured creditors
for its financial reorganization, Philip is confident that its
U.S. Plan should be confirmed on November 3, 1999 under
Chapter 11 of the U.S. Bankruptcy Code and that its U.S.
subsidiaries will emerge from the filing by early December.  
Philip's secured creditors will vote on the Canadian Plan on
November 2, 1999 and confirmation from the Canadian
Court will be sought shortly thereafter. Based on existing
secured creditor commitments, Philip is confident of their
support for its Canadian Plan, which will allow the Company to
complete its financial restructuring while not impairing its
Canadian businesses. Under the amended structure, Philip will
transfer the assets of its Canadian businesses as a going concern
to two or more newly incorporated Canadian companies, that, upon
completion of the transfers, will be wholly owned subsidiaries of
Philip Services (Delaware), Inc. Philip will continue to meet its
ongoing contractual and business obligations to its employees,
clients and trade suppliers.  The Company's insurance and
bonding, as well as its letters of credit obligations, will be
transferred to the new legal entities or be re-issued.  "Our U.S.
restructuring is proceeding on course and we expect our U.S.
companies, which represent approximately 80% of our business,
to emerge from the filing by early December," said Anthony
Fernandes, President and CEO. "Our Canadian Plan is essentially a
different path to achieve the same end. It will allow us to
complete our financial restructuring in a co-ordinated and timely
manner, while continuing our businesses and honoring our
commitments." Philip Services is an integrated metals recovery
and industrial services company, with operations throughout the
United States, Canada and Europe. Philip provides diversified
metals services, together with by-products management and
industrial outsourcing services, to all major industry sectors.


PRAEGITZER INDUSTRIES: Restructuring Creates Year-End Loss
----------------------------------------------------------
The company is a provider of a full range of PCB and interconnect
solutions, including schematic capture and design, quick-
turnaround, prototyping and pre-production, and large volume
production to electronics OEMs and contract manufacturers. It
provides solutions to four key electronics industry segments: (i)
data and tele- communications, (ii) computers and peripherals,
(iii) industrial and instrumentation and (iv) business and
consumer. The majority of customers are based in the United
States.

Revenue in fiscal 1999 increased 19.1% to $217.7 million from
$182.8 million in fiscal 1998.  Revenue growth in fiscal 1999 was
the result of several factors, including the purchases in 1998 of
the company's Huntsville and Malaysian facilities, gains in
market share due to industry consolidation, increased capacity,
improved technological capabilities and strategic advantages
offered by the company's complete solutions offering.

Despite the increase in revenue, restructuring and other charges
of $32.7 million related to the closure of the Huntsville and
Redmond facilities and the asset write-downs of Malaysia,
contributed to the net loss in fiscal 1999 of $25.5 million,
which represents a decrease of $30.6 million compared to the net
income of $5.1 million in fiscal 1998.


PURINA MILLS: Announces Reorganization Under Chapter 11
-------------------------------------------------------
Purina Mills, Inc. announced that, as part of an overall
financial restructuring, the Company and 10 of its affiliates
commenced reorganization cases under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.  The Company said it will promptly file
a proposed plan of reorganization, underscoring its goal of
completing its reorganization and emerging from Chapter 11 as
quickly as possible.  During the restructuring, the Company's
operations and ingredient supply will not be affected.

According to the Company, the business will continue to supply
and service its customer base without interruption.  The
financial restructuring is necessary due to the current downturn
in commodity prices and depressed agricultural markets,
particularly in the swine sector, that have restricted the
Company's ability to service debt associated with the purchase of
Purina Mills by Koch Industries, Inc. in 1998.  The Company said
all operations otherwise were cash flow positive.  In papers
filed with the Bankruptcy Court, the Company listed unsecured
debt of over $350 million arising largely from the 1998 purchase
transaction.

Purina Mills also announced that it has received a commitment for
up to $50 million in Debtor-In-Possession (DIP) financing from a
group of lenders led by Chase Bank of Texas, N.A.  This new
financing will provide the Company with working capital during
its reorganization.  According to the Company, Chase Bank
of Texas, N.A. agreed to provide the DIP financing after a review
of the Company's business plan.

Purina Mills said it anticipates focusing on its core
businesses, implementing its strategic business plan and taking
the steps necessary to become a strong, stand-alone enterprise,
independent of Koch Industries. Under the Company's anticipated
plan of reorganization, all unsecured debt will be converted to
equity in a reorganized Purina Mills.  Koch Industries' equity
interests in Purina Mills through its parent corporation, PM
Holdings, would be canceled.

The Company said that the original concept of the Koch-Purina
relationship was to develop a number of operational synergies and
strategic initiatives to create a world-class agriculture
business.  This included taking advantage of Koch's expertise in
commodity trading, risk management and use of alternative
ingredients in feed products through a proprietary Koch
technology. According to the Company, however, these synergies
failed to materialize.

"Unquestionably, under these circumstances, the current downturn
of the agriculture markets, especially swine, had a dramatic
impact on our ability to service our acquisition-related debt,"
said Brad Kerbs, Purina Mills' President and Chief Operating
Officer.  "But apart from that debt, our financial condition is
sound.  We anticipate we will operate on a positive cash flow
basis going-forward."

Plans call for Koch to return all operational functions, which
had been transferred to Koch's base in Wichita, back to Purina
Mills' headquarters in St. Louis.

According to Mr. Kerbs, the Chapter 11 filing will allow Purina
Mills to restructure its debt and emerge from the reorganization
as a properly capitalized company.  The reorganized Purina Mills,
said Mr. Kerbs, will have a clear commitment to customers and
employees, control of its own destiny and a financial structure
that will give the 105-year-old animal nutrition company a
healthy balance sheet as it begins the new millennium.

In September, Purina Mills announced management and operational
changes designed to better serve local markets by segmenting its
business into two profit centers, its Dealer and Livestock
Production Systems businesses. Both profit centers will take
independent actions to evolve to best serve their respective
dealers and customers, the Company said.

Mr. Kerbs emphasized that the decision to engage in a financial
restructuring will allow Purina Mills to continue to focus on its
long- standing relationships with independent dealers and
livestock production systems.  "But, given current
markets where there is an oversupply of both feed and animal
products, we have adjusted our business models to better manage
our resources," said Mr. Kerbs. "Supporting the substantial
acquisition-related debt in this environment was just not
possible."

Darrell Swank, Purina Mills' Chief Financial Officer, said that,
without the Company's $350 million subordinated debt and with the
financial security of the $50 million in DIP financing, the
Company is well positioned to adjust to current market
conditions.  "We intend to re-capture efficiencies and quickly
reintegrate activities such as ingredient procurement, payroll
and employee benefits, which had been transferred to Koch
Industries," said Mr. Swank.  "We also intend to remain on course
with plans to better serve and supply our customer base, assist
our dealers in expanding their market presence and improve
productivity throughout the enterprise.  The interim financial
structure will allow the Company to effectively manage its
businesses without interruption during the reorganization."

"We have made the difficult financial decisions and have taken
the steps necessary to de-leverage the Company," Mr. Kerbs said.  
"We've refined our business model that pivots on the ability of
local management teams to service customers and put in place the
management and operational resources to support that model.  
We're going to the local marketplace with the full force of
the Purina brand names and reputation for quality and service to
advance our position as America's Leader in Animal Nutrition."
Purina Mills is America's largest producer and marketer of animal
nutrition products.  Based in St. Louis, Missouri, the Company
has 49 plants and 2500 employees nationwide.  Purina Mills
is not affiliated with Ralston Purina Company, which is the
registered owner of the trademarks "Purina," the checkerboard
logo and Purina Dog Chow brand and Purina Cat Chow brand pet
foods.


RAND ENERGY: Objection Of Nabors Drilling To Joint Plan
-------------------------------------------------------
Nabors Drilling USA objects to confirmation of the Joint Plan of
Reorganization for Rand Energy Company dated September 22, 1999.  
Nabors has filed a proof of claim in the amount of $2.1 million
plus fees.  Nabors objects stating that the plan provides for
holders of timely filed mechanic's and materialman's liens on the
Bazor Well, such as Nabors, to retain a secured claim, with the
collateral consisting of the debtor's  rights to receive payments
from Rebel Drilling Company relating to the Bazor Well. The plan
also grants each such creditor potentially a general unsecured
deficiency claim in the event that the Bazor Contract Rights are
not sufficient to pay in full the creditor's "Bazor Vendor
Claim".  The plan provides for the court to determined the
present value of the "hydrocarbon attributable to the debtor's
interest in the Bazor... on an annual basis for the first five
years of its productive life."

The difference between the total amount of Bazor Vendors Claims
and this estimated amount will determine the initial deficiency
claim of Bazor lien creditors and the extent of their right to
participate in any initial distributions to unsecured creditors.  
The creditor complains that the Bazor Estimated Value overstates
the debtor's interest and will lead to an insufficient unsecured
deficiency claim for holders of allowed Bazor Vendor Claims
because it will lead to an excessive valuation of the debtor's
interest in the well and an excessive valuation of the secured
claim of the Bazor lien creditors.  The creditor also object to
unclear language concerning a cash reserve to be maintained from
any distribution to unsecured creditors equal to the full amount
that would have been received on deficiency claims.

The plan provides that confirmation of the plan will enjoin all
creditors from asserting a setoff, right of subrogation or
recoupment of any kind against any debt, liability or obligation
due to the debtor.  The creditor also asserts that any Final
Value of the well must be made as of the Confirmation Date.  
Nabors reserves the right to object to any motion that the debtor
files seeking to set the Bazor Estimated Value to the extent that
Nabors believes that the present value that the debtor proposes
of the Bazor Contract Rights is too high and hence that any
deficiency claim of any Bazor lien creditor will be too low.


SOUTHERN MINERAL: Seeks Bankruptcy Protection
---------------------------------------------
Southern Mineral Corporation (OTC Bulletin Board: SMIN.OB)
announced that the Company filed a petition for Chapter 11
bankruptcy protection today in Federal Bankruptcy Court, Houston,
Texas.  The decision to seek protection was taken by the Company
and certain subsidiaries because the Company now believes
that a restructuring of its indebtedness cannot be completed
without the protection and assistance of the bankruptcy court.  
Timing of the bankruptcy filing was imposed by several factors,
including the possible acceleration of the Company's $16.1
million of indebtedness by its domestic bank creditors and
the inability of the Company and its debenture holders to reach a
satisfactory compromise regarding the consideration to be
received in a restructuring.  The lack of liquidity during the
restructuring period has made the process of working through this
problem significantly more difficult.  The Company is continuing
to discuss a solution to its capital needs with its lenders, its
debenture holders and other potential investors.  The Company
expects to file a plan of reorganization with the bankruptcy
court in the near future that is fair to both its creditors and
shareholders.

Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast Canada and
Ecuador.  The Company's principal assets include interests in the
Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada.  The Company's common stock is quoted on the OTC
Bulletin Board under the trading symbol "SMIN.OB".


STAFF BUILDERS: Spin-Off Transaction/Financials Released
--------------------------------------------------------
Staff Builders, Inc. will separate its home health care business
from its existing supplemental staffing business. To accomplish
this separation of its businesses, Staff Builders' Board of
Directors established a new, wholly-owned subsidiary, Tender
Loving Care Health Care Services, Inc., which will acquire 100%
of the outstanding capital stock of the Staff Builders
subsidiaries engaged in the home health care business. The spin-
off will be effected through a pro rata distribution to Staff
Builders' stockholders of all the shares of common stock of TLC
owned by Staff Builders. The distribution will be made by issuing
one share of TLC common stock for every two shares of Staff
Builders Class A and Class B common stock that was outstanding on
October 12, 1999. Based upon the 23,619,388 shares of Staff
Builders common stock which was outstanding on
the record date, 11,809,694 shares of TLC common stock will be
distributed to holders of Staff Builders Class A and Class B
common stock. The supplemental staffing business will remain with
Staff Builders.

The results for the three and six months ended August 31, 1999
and 1998 are said by the company to not necessarily be indicative
of the results for an entire year.  With that in mind it is noted
that the company reported net revenue for the quarter ended
August 31, 1999 of $37,861 and net income of $1,009.  In the same
time period of 1998 net revenue was $32,072 and net income
$1,535.

For the six months ended August 31, 1999 net revenue was $75,615
with net income of $1,850, while in the same six-month period of
1998 net revenue was $59,523 and net income was $2,643.


STUART ENTERTAINMENT: Filing of Loan and Security Agreement
-----------------------------------------------------------
On October 22, 1999, Stuart Entertainment, Inc. filed the Final
Loan and Security Agreement By and Between Stuart Entertainment,
Inc. and Foothilll Capital Corporation, dated September 15, 1999.

  
                     *********

S U B S C R I P T I O N   I N F O R M A T I O N

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