/raid1/www/Hosts/bankrupt/CAR_Public/990510.MBX            C L A S S   A C T I O N   R E P O R T E R

             Monday, May 10, 1999, Vol. 1, No. 67


BURLINGTON RESOURCES: Awaiting Decision on MDL 1206 Settlement
CAPITAL SOURCE: Discloses Suit Filed by Certificate Holders
CAPRIUS, INC.: Settlement of 1998 Shareholder Litigation Final
CBT GROUP PLC: Maintains 1998 Shareholder Suits Have No Merit
CIRCUS CIRCUS: Expects Decision on Class Certification in Months

COMPUTER LEARNING: Defending Seven Actions by Former Students
CONCORDE CAREER: Florida Appeals Court Denies Class Certification
CURATIVE HEALTH: Pomerantz Haudek Files Complaint in New York
FIRST UNION: Accused of Misusing 401(k) Plans
GAP, INC.: Wants Saipan Worker Complaints Transferred to NMI

HOLOCAUST VICTIMS: Pa. Treasurer Drops Fight Against German Banks
HOLOCAUST VICTIMS: NYC Comptroller Clears Way for Bank Merger
IRIDIUM WORLD: Wolf Haldenstein Files New Complaint in D.C.
IRVINE APARTMENT: Shareholder Suits Settled in Principle
MCKESSON HBOC: Pomerantz Haudek Files New Complaint in California

NETWORK ASSOCIATES: Wechsler Harwood Expands Class Action Period
OWENS CORNING: Status Report re On-Going Mass Tort Litigation
PALOMAR MEDICAL: Named as Defendant in H.J. Meyers Proceeding
PEOPLESOFT, INC.: Looks for Consolidation & Refiling of Complaint
PIZZA HUT: California Wage & Hour Trial Set for October 28, 1999

PORT CHARGES: Cruise Lines Begin Noticing for Voucher Collection
RJR NABISCO: Quarterly Status Report Concerning Tobacco Cases
SLOANE'S SUPERMARKET: RMED Continues 1994 Class Action Litigation
SODAK GAMING: Winding through Procedural & Discovery Issues
TACO BELL: California Wage & Hour Case Awaits Supreme Ct. Ruling

TACO BELL: Oregon Wage & Hour Case To Be Tried by Year-End
TOBACCO LITIGATION: High Court to Decide if FDA Can Curb Sales
USG CORP.: Provides Investors With Summary of Pending Litigation
VALENCE TECHNOLOGY: Ninth Circuit Revives 1994 Shareholder Suit
WINSLOEW FURNITURE: D&O Insurer Okays Employment of Defense Team


BURLINGTON RESOURCES: Awaiting Decision on MDL 1206 Settlement
On November 20, 1997, BURLINGTON RESOURCES, INC., and numerous
other defendants entered into a settlement  agreement in a
lawsuit styled as The McMahon  Foundation, et al. v. Amerada Hess
Corporation, et al.  This lawsuit is a proposed class action
consisting of both working  interest owners and royalty owners
against  numerous defendants,  all of which are oil  companies  
and/or  purchasers of oil from oil companies,  including
Burlington Resources Oil & Gas Company,  formerly known as
Meridian Oil, Inc., and The  Louisiana  Land and  Exploration  
Company.  The plaintiffs allege that the defendants  conspired to
fix, depress, stabilize  and maintain at  artificially  low
levels the prices paid for oil by, among other  things,  setting  
their  posted  prices at  arbitrary  levels below competitive
market prices.  Cases involving similar  allegations have been
filed in federal  courts in other  states.  

On January 14, 1998, the United States Judicial Panel on
Multidistrict Litigation issued an order consolidating these
cases and transferring the McMahon case to the United States
District Court for the Southern District of Texas in Corpus  
Christi (In Re Lease Oil Antitrust Litigation, MDL No. 1206). The
Company and other defendants have entered into a Settlement
Agreement which received preliminary approval by the Court on
October 28, 1998.  A hearing was held by the Court in April 1999
to  receive  evidence relating to the fairness and reasonableness
of the settlement and a decision by the Court is pending.

CAPITAL SOURCE: Discloses Suit Filed by Certificate Holders
Capital Source, L.P., has been named as a defendant in a
purported class action lawsuit filed in the Delaware Court of
Chancery on February 3, 1999 by two Beneficial Assignment
Certificate holders, Alvin M. Panzer and Sandra G. Panzer,
against the Partnership, its general partners, America First and
various of their affiliates (including Capital Source, L.P. II-A,
a similar partnership with general partners that are affiliates
of America First) and Lehman Brothers, Inc. The plaintiffs seek
to have the lawsuit certified as a class action on behalf of all
BAC holders of the Partnership and Capital Source, L.P. II-A.  

The lawsuit alleges, among other things, that a proposed merger
transaction involving the Partnership and Capital Source, L.P.
II-A is deficient and coercive, that the defendants have
breached the terms of the Partnership agreement and that the
defendants have acted in manners which violate their fiduciary
duties to the BAC holders.  The plaintiffs seek to enjoin the
proposed merger transaction and to appoint an independent BAC
holder representative to investigate alternative transactions.  
The lawsuit also requests a judicial dissolution of the
Partnership, an accounting, and unspecified damages and costs.  

CAPRIUS, INC.: Settlement of 1998 Shareholder Litigation Final
In connection with an announcement concerning the sale of its
Aurora(R) breast scanner technology related assets to Pacific
Republic Capital Corp. for approximately $850,000 in cash and
the assumption by Pacific of certain obligations associated with
the transferred assets, CAPRIUS, INC., further announced that the
settlement of the shareholders class action, which was commenced
in January 1998, was given final court approval in Federal Court
in Boston.

CBT GROUP PLC: Maintains 1998 Shareholder Suits Have No Merit
Since the end of the third quarter of 1998 purported class action
lawsuits were filed in the United States District Court for the
Northern District of California, the United States District Court
for the Southern District of New York and the Superior Court of
California for the County of San Mateo against CBT Group PLC, its
American operating subsidiary, CBT Systems USA Ltd. and certain
of its former and current officers and directors alleging
violations of the federal securities laws. The complaints allege
that the defendants misrepresented and/or omitted to state
material facts regarding CBT's business and financial condition
and prospects during the class periods in order to artificially
inflate and maintain the price of the Company's ADSs, and
misrepresented and/or omitted to state material facts in the
registration statement and prospectus issued in connection with
the merger with The ForeFront Group, Inc., artificially inflating
the price of the Company's ADSs.

CBT maintains that these actions are without merit and intends to
vigorously defend itself against these claims.

On October 29, 1998, a derivative complaint was filed in the
Superior Court of California for the County of San Mateo against
several present and former officers and directors of the Company
alleging that these persons violated various duties to the
Company. The derivative complaint also names the Company
as a nominal defendant. The derivative complaint is predicated on
the factual allegations contained in the class action complaints
discussed above. No demand was previously made to the Company's
Board of Directors or shareholders concerning the allegations of
the derivative complaint, which seeks an unspecified amount of

CIRCUS CIRCUS: Expects Decision on Class Certification in Months
On April 26, 1994, a lawsuit requesting class certification was
filed by William H. Poulos in the United States District Court
for the Middle District of Florida against 41 manufacturers,
distributors and casino operators of video poker and electronic
slot machines, including CIRCUS CIRCUS ENTERPRISES, INC.  On May
10, 1994, a lawsuit requesting class certification alleging
substantially identical claims was filed by William Ahearn in the
same court against 48 defendants, including CIRCUS CIRCUS
ENTERPRISES, INC.  The two lawsuits were consolidated into a
single action and transferred to the United States District Court
for the District of Nevada.  On September 26, 1995, a lawsuit
requesting class certification alleging substantially identical
claims was filed by Larry Schreier in the Court against 45
defendants, including Circus Circus.  On February 14, 1997, the
three plaintiffs filed a consolidated amended complaint in the

The consolidated complaint alleges that the defendants have
engaged in a course of fraudulent and misleading conduct intended
to induce persons to play video poker and electronic slot
machines based on a false belief concerning how the gaming
machines operate, as well as the extent to which there is an
opportunity to win.  The complaint alleges violations of the
Racketeer Influenced and Corrupt Organizations Act, as well as
claims of common law fraud, unjust enrichment and negligent
misrepresentation, and seeks unspecified compensatory and
punitive damages.  In December 1997, the Court issued formal
opinions granting in part and denying in part defendants' motions
to dismiss.  In so doing, the Court ordered plaintiffs to file an
amended complaint which was filed in January 1998.  The
defendants filed an answer to the amended complaint in February

In March 1998, the plaintiffs moved to certify the action as a
class action. The defendants opposed that motion.  All
proceedings in the case have been stayed pending the Court's
ruling on the motion for class certification.  A ruling on that
motion is expected within the next few months.

COMPUTER LEARNING: Defending Seven Actions by Former Students
On May 5, 1998, a class action lawsuit was filed against COMPUTER
LEARNING CENTERS, INC., in the Superior Court of New Jersey in
Bergen County, New Jersey, on behalf of all students who attended
a Learning Center in New Jersey within six years of May 5, 1998.
The complaint alleges, among other things, that the Company, at
its Learning Centers located in the State of New Jersey, failed
to provide certain educational services and resources,
misrepresented certain information respecting services,
resources, occupational opportunities and student outcomes
and violated the New Jersey Consumer Fraud Act.

On May 19, 1998, a lawsuit was filed against the Company in the
District Court of Harris County, Texas, by six former students of
the Houston Learning Center.  Subsequently, the petition was
amended to seek certification as a class action lawsuit on behalf
of all students who attended a Learning Center in Texas within
four years of May 19, 1998, and removed to the U.S. District
Court for the Southern District of Texas, Houston Division.  The
complaint alleges, among other things, that the Company, at its
Learning Centers located in the state of Texas, failed to provide
certain educational services and resources, misrepresented
certain information respecting services, resources, occupational
opportunities and student outcomes, and violated the Texas
Deceptive Trade Practices Act.

Between June 1, 1998 and December 31, 1998, the Company was named
as defendant in five other lawsuits in California, Texas and
Virginia by individual students or groups of students who
formerly attended one of its Learning Centers.  The complaints
allege, among other things, that the Company, at the affected
Learning Centers, failed to provide plaintiffs with certain
educational services and resources and misrepresented certain
information respecting services, resources, student outcomes and
violated the applicable state consumer laws.  

CONCORDE CAREER: Florida Appeals Court Denies Class Certification
During July 1993, nine former students of the Jacksonville,
Florida Campus of CONCORDE CAREER COLLEGES, INC., filed
individual lawsuits against the Campus, alleging deceptive trade
practices, breach of contract, and fraud and misrepresentation.
These suits have since been dismissed by the plaintiffs; however,
over time, three other cases were filed seeking similar relief on
behalf of a total of 95 plaintiffs.  Conversion of one of the
three cases to a class action was attempted; however, the
plaintiff's motion for class certification was denied on April
18, 1997.  On May 19, 1997, the plaintiff appealed the order
denying certification of the class. On February 5, 1998, the
appellate court issued a per curiam decision without opinion
affirming the trial court's denial of class certification.  The
appellate opinion is now final, and no further appeal is
available on the class certification issue. During the appeal,
all activity and progress in the other cases was stayed. The
plaintiffs have initiated efforts to begin to move the
cases forward; however, none are close to being ready for trial.
The amount of damages sought is not determinable. The Company
believes these suits are without merit, and will continue to
defend them vigorously.

CURATIVE HEALTH: Pomerantz Haudek Files Complaint in New York
Pomerantz Haudek Block Grossman & Gross LLP filed a class action
suit against  Curative Health Services, Inc. (Nasdaq: CURE) and  
certain of its officers.  The case was filed in the United States
District  Court for the Eastern District of New York on behalf of
purchasers of the  common stock of Curative during the period
between June 26, 1996 and April 12,  1999, inclusive.

The Complaint charges that Curative violated the federal
securities laws  (Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934) by issuing  materially false and misleading
statements concerning the Company's operations  and financial
condition, thereby artificially inflating the price of its common  
stock.  Specifically, the Complaint alleges that, throughout the
Class Period,  Curative falsely portrayed itself as operating in
compliance with Medicare  regulations, when it had actually (i)
improperly disguised non- allowable fees  as "management fees"
and (ii) accepted illegal kickbacks in exchange for  patient
referrals in connection with services rendered to Columbia/HCA  
Healthcare Corporation, a hospital corporation which itself is
currently the  subject of civil and criminal investigations
relating to its Medicare billing  practices.  

The Complaint also alleges that Curative publicly reported
inflated  revenues and earnings through defendants' scheme to
defraud the Medicare  reimbursement system. On April 9, 1999, the
United States Department of Justice announced that it had  joined
a "whistleblower" action, which named both Curative and
Columbia/HCA and  which accused Curative of Medicare fraud. The
market's reaction to this news was disastrous, causing Curative's
common  stock to close at $4 11/16, a decline of nearly 75% from
the price prior to  earlier announcements of adverse
developments. If you purchased Curative's common stock during the
Class Period, you have  until June 14, 1999 to participate in the
case and ask the Court to appoint you  as one of the lead
plaintiffs for the Class.  

Contact Julian P. Carr or Mildred C. Frazzitta, Esq. of the
Pomerantz firm at 888-476-6529 or at mcfrazzitta@pomlaw.com by e-

FIRST UNION: Accused of Misusing 401(k) Plans
First Union used Signet Banking's retirement plans for its  own
profit when it took over Signet, costing Signet employees $150
million in  lost retirement funds, a lawsuit alleges.    

The employees are seeking $150 million in a class-action lawsuit
filed  Wednesday in U.S. District Court.    

The lawsuit contends that First Union, following the November
1997  acquisition of Richmond-based Signet, illegally divested
Signet employees of  investments in popular mutual funds and
stocks offered through their 401(k)  plan.  Charlotte-based First
Union transferred the money into First Union-owned  mutual funds,
allowing it to charge fees for managing the money, the employees  
allege.  The bank violated a federal law requiring companies that
set up 401(k) or  other pension plans to run them solely in the
interests of their employees, not  for their own profit, the
lawsuit says.    

First Union had no comment on the lawsuit. "We have a standard
corporate  policy of declining to comment on matters in
litigation," said spokesman Ken  Darby.    

The former Signet employees argued that their retirement accounts
sustained  the losses because the investments available under
Signet's 401(k) plan have  increased in value while the First
Union-controlled funds have stagnated.  Transferring the money
into its own funds was "tainted with self- interest,"  said
Michael D. Lieder, an attorney for the plaintiffs.  He said First
Union failed to seek or obtain the proper authority for  
transferring the funds.

"As far as we can tell, the decision to raid the Signet  plan was
never formally presented to or approved by the First Union board
of  directors," Leider said.    The suit also alleges that First
Union failed to give many former Signet  employees notice of the
transfer of funds or their right to opt out of the  transfer and
roll over their retirement savings to individual retirement  

There are nine named plaintiffs, but Leider said about 5,000
former Signet  employees, many of whom now work for First Union,
would fall under the class  action.  The named plaintiffs tried
to resolve the issue before filing suit, Leider  said. "Each of
the plaintiffs wrote First Union and asked First Union to take  
certain steps to restore their accounts," he said. "First Union
denied their  requests in all instances."    

Plaintiff John Carpenter, who worked for Signet for 17 years,
said he lost  about $50,000 that he would have earned under the
funds offered by Signet. He  said he questioned First Union when
he received a 401(k) statement from the  company. "They just
matter of factly said, 'We liquidated that.' I was very  angry,"
Carpenter said. (News Observer Raleigh 06-May-1999)

GAP, INC.: Wants Saipan Worker Complaints Transferred to NMI
As previously reported, Gap, Inc., was named as a defendant in
two lawsuits relating to sourcing of products from Saipan
(Commonwealth of the Northern Mariana Islands).  A complaint was
filed on January 13, 1999 in California Superior Court in San
Francisco by the Union of Needletrades Industrial and Textile
Employees, AFL-CIO; Global Exchange; Sweatshop Watch; and Asian
Law Caucus against the Company and 17 other parties. The
plaintiffs allege violations of California's unlawful, fraudulent
and unfair business practices and untrue and misleading
advertising statutes in connection with labeling of product and
labor practices regarding workers of factories that make product
for the Company in Saipan. The plaintiffs seek injunctive relief,
restitution, disgorgement of profits and other damages.
On March 29, 1999, the Company, along with other defendants,
filed a demurrer in California Superior Court in San Francisco,
seeking dismissal of the complaint.

A second complaint was filed on January 13, 1999 in Federal
District Court, Central District of California, by various
unidentified worker plaintiffs against the Company and 25 other
parties. Those unidentified worker plaintiffs seek class-action
status and allege, among other things, that the Company (and
other defendants) violated the Racketeer Influenced and Corrupt
Organizations Act in connection with the labor practices and
treatment of workers of factories in Saipan that make product for
the Company. The plaintiffs seek injunctive relief as well as
actual and punitive damages. On March 29, 1999, the Company,
along with several other defendants, filed a motion in Federal
District Court, Central District of California, to transfer the
venue of the case to the Commonwealth of the Northern Mariana

HOLOCAUST VICTIMS: Pa. Treasurer Drops Fight Against German Banks
Pennsylvania Treasurer Barbara Hafer said last week the national
committee to recover Holocaust assets has dropped its opposition
to the merger of Deutsche Bank and Bankers Trust.  Hafer said the
National Executive Monitoring Committee, of which she is a  
member, has seen "important progress in the negotiations between
the German  government, Deutsche Bank and other German industry,
the U.S. government, the  Conference on Jewish Material Claims
against Germany (the Claims Conference),  the World Jewish
Congress and class action attorneys on Holocaust-related issues."

The committee received personal reports from the participants at
an April 15  meeting in New York City and subsequently has
received correspondence from Rolf  Breuer, Deutsche Bank
chairman, and Israel Singer, Secretary General of the  World
Jewish Congress documenting the progress of negotiations.  

Hafer said, "I have conferred with New York City Comptroller Alan
G. Hevesi, who chairs the committee, and we have agreed that in
light of these positive  developments, we will not oppose the
merger before either the Federal Reserve  or the New York State
Banking Department." Hafer emphasized, however, that the
committee will continue to monitor the  German negotiations until
there is complete resolution of all issues. Treasurer  Hafer
commented that the cooperation of the German government and
German  companies is in sharp contrast to the actions of the
Swiss government on  similar issues.  

The committee played a key role in the $1.25 billion settlement
with Swiss banks and Holocaust survivors.  For more information
contact John Caltagirone  at jacaltagirone@tre.state.pa.us via e-

HOLOCAUST VICTIMS: NYC Comptroller Clears Way for Bank Merger
The New York City comptroller, Alan Hevesi, cleared the way for
US  banking regulators to approve the merger of Deutsche Bank
with Bankers Trust,  saying he was dropping his objections
because efforts to resolve billion-dollar  Holocaust claims were
moving forward.    

Mr Hevesi said: "I believe there has been significant progress in
the  negotiations concerning Holocaust-related issues among the
German government,  German financial institutions and other
industry, the US government, the  Conference on Jewish Material
Claims Against Germany, the World Jewish Congress  and class-
action attorneys," Mr Hevesi said.    

Mr Hevesi said he had written to the US Federal Reserve and the
state  banking department, both of which would have to approve
the union of Germany's  biggest bank and the eighth-largest US
bank, "urging them to consider the  merger solely on its merits."    

Mr Hevesi's words will carry weight with banking regulators not
only because  of his elected status, but also because he leads a
group of 900 public finance  officials which last year nearly
boycotted Swiss banks in a threat which helped  persuade them to
reach a $1.25 billion (GBP 780 million) accord with Holocaust  

In April Mr Hevesi's monitoring committee examined how German
banks and  companies were handling claims that they profited from
Nazi atrocities,  including buying or brokering Jewish assets at
steep discounts, as well as  using slave and forced labour.
Deutsche Bank has always denied using slave  labour.    

No sanctions against German banks were discussed at the meeting,
but Mr  Hevesi, who had first objected to the Deutsche Bank-
Bankers Trust merger in  early December last year, cautioned that
the German bank's US expansion plans  still could be delayed.    
Another crucial player in what it sees as a battle to correct the
history  books and ensure that Holocaust survivors and heirs are
fully compensated is  the World Jewish Congress.    

As expected, it advised Mr Hevesi yesterday that the German
government and  Deutsche Bank had assured it that they were
committed to setting up a new  Holocaust compensation fund that
will be privately financed.  But both the WJC and Mr Hevesi made
it clear yesterday that they might still  consider sanctions
against Deutsche Bank if it did not stay the course.    

Israel Singer, the WJC secretary-general, told Mr Hevesi in a
letter: "We  believe that the proper course of action is
continued vigilance combined with  recognition."    Along with
three other German and Austrian banks and a number of German  
companies, Deutsche Bank has been sued for billions of dollars by
US Holocaust  victims. Those suits have helped bring about
compensation talks at the US State  Department in Washington
scheduled for 11 and 12 May.  Mr Hevesi yesterday cited
assurances he had received from the head of Deutsche Bank, Rolf
Breuer, who had told him Deutsche was helping to create the  new
compensation fund, initially estimated at up to $1.7 billion.  
Deutsche had previously said it would not join the new fund
unless it got  legal protection from future Holocaust
liabilities. (Scotsman 06-May-1999)

IRIDIUM WORLD: Wolf Haldenstein Files New Complaint in D.C.
Wolf Haldenstein Adler Freeman & Herz LLP filed a new class
action lawsuit in the United States District Court for the  
District of Columbia on behalf of investors who purchased Iridium
World  Communications, Ltd., Iridium LLC, and/or Iridium
Operating LLC (Nasdaq: IRID) securities  (including bonds,
debentures, warrants and/or stock) or sold Iridium put  options
between September 9, 1998 and March 29, 1999.

The lawsuit charges Iridium, Motorola, Inc. (NYSE: MOT)
("Motorola"), and  certain officers and directors of Iridium with
violations of the federal  securities laws and regulations of the
United States.  The Complaint alleges  that during the Class
Period, defendants issued false and misleading statements  and
failed to disclose material facts concerning the Iridium System,
including  misrepresentations and omissions regarding the
capabilities of the System, the  timing of the System's
commercial availability, and the Company's ability to  meet
certain covenants with its lenders.  The lawsuit further charges
that  Iridium insiders sold over $1.5 million in stock during
February 1999. The Company's fraudulent practices were disclosed
on March 29, 1999 when, for  the first time, the Company
disclosed that it would not meet its necessary  subscriber
numbers and that as a direct consequence would not be able to  
satisfy its Secured Credit Facility covenants.  

More recently, further news  developments have underscored the
problems Iridium faced throughout the Class  Period, but failed
to accurately disclose to the investing community.  These  
developments include the resignation of two officers of Iridium,
namely,  the  CEO Edward Staiano, and the CFO Roy Grant, and the
publication of news articles  in the Wall Street Journal and
TheStreet.com which reported that the Iridium  System fails to
perform in a commercially acceptable manner.

Contact Wolf Haldenstein Adler Freeman & Herz LLP at 270  Madison
Avenue, New York, New York  10016, by telephone at 800-575-0735  
(Michael Miske, Gregory Nespole, Esq., Fred Taylor Isquith, Esq.
or Shane T.  Rowley, Esq.), or at classmember@whafh.com or
whafh@aol.com via e-mail.

IRVINE APARTMENT: Shareholder Suits Settled in Principle
Shortly after the public announcement of TIC Acquisition LLC's
offer to acquire the outstanding publicly held shares of IRVINE
APARTMENT COMMUNITIES, INC., lawsuits were initiated by
shareholders of the Company against The Irvine Company, TIC
Acquisition LLC, the Company and the Company's Directors
(including Donald Bren) alleging, among other things, that the
price offered by TIC Acquisition LLC for the shares held by the
public shareholders of the Company was inadequate, that the
Directors failed to take adequate steps to obtain the highest
possible price for the public shareholders of the Company and
that negotiations were not conducted at arm's-length.

A total of four class actions were filed in the Superior Court of
California, Orange County, on behalf of plaintiff Shareholders
and a purported class of all nonaffiliated shareholders.
Subsequently, a consolidated class action (combining the four
prior purported class actions relating to the acquisition offer)
was served. The consolidated class action complaint makes general
allegations similar to those made in the four prior actions, in
addition to the added allegations that advisors working for the
Company, TIC Acquisition LLC and The Irvine Company
were not sufficiently independent because of their other
relationships with interested parties. Although the consolidated
class action complaint seeks injunctive relief (including
enjoining the special meeting of shareholders and the merger, or
rescinding the merger if it is consummated) and unspecified money
damages, no motions seeking to enjoin the merger or the special
meeting of shareholders have been filed.
The plaintiff shareholders and the Defendants have reached an
agreement in principle to settle the consolidated class action
lawsuit based on the final terms of the merger. The agreement in
principle is subject to, among other things, documentation and
court approval.

MCKESSON HBOC: Pomerantz Haudek Files New Complaint in California
Pomerantz Haudek Block Grossman & Gross LLP filed a new lawsuit
against McKesson HBOC, Inc. and certain of its officers and

The new Complaint charges that McKessonHBOC and certain of its
officers and  directors issued materially false and misleading
statements to the investing  public concerning the Company's
financial results, thereby inflating the price  of the Company's
securities.  The case, filed in the United States District Court
for the Northern District  of California, includes all persons
who purchased or acquired McKesson HBOC  common stock during the
period between November 13, 1998 through April 27,  1999,

McKesson  HBOC was formed on January 13, 1999, after the Merger
of McKesson Corporation  and HBO & Company.  The previous case
includes all persons who purchased  McKesson HBOC common stock
during the period between April 22, 1999 through  April 27, 1999.
If you are a member of the class of McKesson HBOC investors who
acquired the  Company's securities at inflated prices, you have
until June 28, 1999 to  participate in the case and ask the Court
to appoint you as one of the lead  plaintiffs for the Class.  

Contact Julian Carr or Mildred C. Frazzitta, Esq. of the  
Pomerantz firm at 888-476-6529 or at mcfrazzitta@pomlaw.com by e-

NETWORK ASSOCIATES: Wechsler Harwood Expands Class Action Period
Wechsler Harwood has filed a class action complaint on May 5,
1999 against (Nasdaq:NETA) for securities fraud for the expanded  
period of January 20, 1998 through and including April 19, 1999.
The action was  brought on behalf of common stock purchasers,
call option purchasers, and put  option sellers.  The complaint
charges Network Associates and certain of its officers and  
directors with violations of the Securities Exchange Act of 1934.

The complaint  alleges that during the Class period, the
defendants issued numerous false  statements about Network
Associates, its financial results and its business  prospects,
including that the Company was experiencing strong pricing
trends,  its business was healthy, its outlook had never been
better and, as a result,  it would earn EPS of $2.12 in 1999,
respectively. These false statements caused  Network Associates
stock to trade at artificially inflated levels of as high as  $67
per share in December 1998 and kept it trading at over $30 per
share  through the end of the Class Period, enabling several
executive officers of  Network Associates to sell over 852,500
shares of Network Associates stock at  artificially inflated
prices ranging from $34.33 to $50.88, for almost $33  million.  
Plaintiffs seek to recover damages on their own behalf and on
behalf of all  purchasers of Network Associates common stock
within the Class Period.  

Contact Robert I. Harwood, Esq., Mathew M. Houston, Esq., or
Jeffrey B. Silverstein,  Esq. at Wechsler Harwood Halebian &
Feffer LLP, 488 Madison Avenue, New York,  New York 10022, at
houston@whhf.com or jsilv@whhf.com by e-mail or by telephone on
the firm's toll free line, 877-935-7400.    

OWENS CORNING: Status Report re On-Going Mass Tort Litigation
>From Owens Corning's latest quarterly report submitted to the
Securities and Exchange Commission:


Asbestos Liabilities

Owens  Corning is a co-defendant with other former manufacturers,
distributors  and installers of products containing asbestos  and
with  miners and suppliers of asbestos fibers in personal  injury
litigation.   The  personal  injury  claimants  generally  allege
injuries to their health caused by inhalation of asbestos  fibers
from  Owens  Corning's  products.  Most  of  the  claimants  seek
punitive damages as well as compensatory damages.  Virtually  all
of  the asbestos-related lawsuits against Owens Corning arise out
of  its  manufacture, distribution, sale or  installation  of  an
asbestos-containing calcium silicate, high temperature insulation
product,   the   manufacture  and  distribution  of   which   was
discontinued in 1972.

National Settlement Program

In  December 1998, Owens Corning announced a National  Settlement
Program  (NSP) under which a substantial majority of the asbestos
claims  pending  against the Company have been resolved.   As  of
March  31,  1999, approximately 188,000 asbestos personal  injury
claims against the Company have been settled under the NSP.   The
NSP  also establishes procedures and fixed payments for resolving
future  claims  brought  by participating plaintiffs'  law  firms
without  litigation through at least 2008. Average  payments  per
claim  under the NSP are expected to be substantially lower  than
those  experienced by Owens Corning in recent years.   Settlement
payments aggregating approximately $1.2 billion for cases pending
against  Owens Corning will be made over a period of up  to  five
years,  with  most  payments occurring in 1999  and  2000.   Such
payments  will  be  made from the Company's  available  cash  and
credit resources.

The Company established the NSP in response to the rising cost in
recent  years of mesothelioma settlements and judgments, as  well
as  significant  changes in the legal environment,  such  as  the
Supreme  Court's  1997 decision in Georgine v.  Amchem  Products,
Inc., striking down an asbestos class action settlement.  The NSP
is  designed to better manage Owens Corning's asbestos liability,
and  that  of  Fibreboard (see Item B below), and to  enable  the
Company  to  better  predict the timing and amount  of  indemnity
payments for both pending and future claims.

Under  the NSP, each participating law firm has agreed to a long-
term  settlement  agreement ("NSP Agreement") providing  for  the
resolution  of  claims  pending  against  Owens  Corning  for   a
settlement  amount  negotiated  with  each  participating   firm.
Settlement  amounts to each claimant vary based on  a  number  of
factors,  including  the  type and  severity  of  disease.    All
payments will be subject to satisfactory evidence of a qualifying
medical   condition  and  exposure  to  the  Company's  products,
delivery  of  customary  releases  by  each  claimant  and  other
conditions.  The NSP Agreements allow claimants to receive prompt
payment   without   incurring   the   significant   delays    and
uncertainties  of litigation.  Claimants settling  non-malignancy
claims  may  also be entitled to seek additional compensation  if
they develop a more severe asbestos-related medical condition  in
the future.

Under  each  NSP  Agreement, the participating firm  also  agrees
(consistent  with applicable legal requirements) to  resolve  any
future  asbestos  personal injury claims  against  Owens  Corning
through  an  administrative processing arrangement,  rather  than
litigation.   Under such arrangement, no settlement payment  will
be  made for future claims unless specified medical criteria  and
other  requirements are met, and the amount of any  such  payment
will be a specified cash settlement value based on the disease of
the  claimant and other factors. In the case of future claims not
involving  malignancy, such criteria require medical evidence  of
functional  impairment.   Payments for both  pending  and  future
claims  will be managed by Integrex, a wholly-owned Owens Corning
subsidiary that specializes in claims processing.

It  is  anticipated that payments for a limited number of  future
"exigent"  claims  (principally  malignancy  claims)  under   the
administrative  processing arrangement will  generally  begin  in
2001,  while payments for most other future claims will begin  in
2003.  Payments for claims in 2003 and later years under the  NSP
will  be  subject to certain conditions designed to increase  the
predictability  of  annual cash outflows for  asbestos  payments.
NSP  Agreements  have  a term of at least 10  years  and  may  be
extended  by  mutual  agreement of the parties.   Each  of  Owens
Corning  and Fibreboard (see Item B below) retains the  right  to
terminate any individual NSP Agreement if in any year more than a
specified  number  of plaintiffs represented by  the  plaintiffs'
firm in question opt out of such agreement.

Asbestos Related Payments

In  the  first quarter of 1999, the Company made $195 million  of
asbestos related payments. These payments fell within four  major
categories:   pre-NSP  settlements  -  covering   resolution   of
verdicts,   settlements  and  appeals  effected  prior   to   the
implementation  of  the  NSP; NSP settlements  -  covering  cases
within the NSP; non-NSP settlements - covering cases outside  the
NSP; and defense and administrative expenses - including the cost
of pursuing recoveries from insurance companies.

The Company currently estimates that it will incur total asbestos
related  payments  of  approximately $995 million  for  1999,  as
                                    (in millions of dollars)

     Pre-NSP Settlements                  $     192
     NSP Settlements                            728
     Non-NSP Settlements                         50
     Defense and Administrative Expenses         25
                                          $     995

All amounts discussed above are before tax and application of
insurance recoveries.

Owens  Corning believes that it has spent significant amounts  to
resolve  claims of asbestos claimants whose injuries were  caused
or  contributed  to  by cigarette smoking,  and  that  the  major
tobacco  companies  should  be  required  to  reimburse  asbestos
defendants,  in  whole  or in part, for  past  payments  made  to
asbestos  claimants  who  were  also  smokers.   The  Company  is
pursuing this objective through both legislative lobbying efforts
and  litigation. As widely reported, the United States Senate did
consider  legislation during the first half of 1998  which  would
have   included  provisions  in  the  proposed  national  tobacco
settlement to compensate past and future asbestos plaintiffs  who
also  suffer from smoking-related illnesses.  Because the present
prospects for any such legislation are uncertain, the Company has
increased its litigation efforts against the tobacco companies.

In   October  1998,  the  Circuit  Court  for  Jefferson  County,
Mississippi  granted  leave to file an amended  complaint  in  an
existing  action  to  add claims by Owens Corning  against  seven
leading  tobacco  companies and several  other  tobacco  industry
defendants.   The court has set a February 2000  trial  date  for
this  action.  In addition to the Mississippi lawsuit, a  lawsuit
brought  in  December  1997 by Owens Corning  and  Fibreboard  is
pending  in  the  Superior Court for Alameda  County,  California
against  the same major tobacco companies.  In both cases,  Owens
Corning  and  Fibreboard seek monetary recovery for, among  other
things,  a  portion of the payments made to persons  who  brought
asbestos claims and were also smokers.

PFT Litigation
As  previously  reported, in 1996 Owens  Corning  filed  suit  in
federal  court in New Orleans, Louisiana against the  owners  and
operators  of certain pulmonary function testing laboratories  in
the  southeastern  United  States alleging  that  many  pulmonary
function  tests  ("PFTs")  used in mass screening  programs  were
improperly   administered   and  manipulated   by   the   testing
laboratories  or  otherwise  inconsistent  with  proper   medical
practice.  This matter is now in active pre-trial discovery and a
January  2000  trial date has been set.  In January  1997,  Owens
Corning  filed  a  similar  suit in  federal  court  in  Jackson,
Mississippi   against   the  owner  of  an   additional   testing
laboratory.   This suit is in the discovery phase.   The  Company
believes  that  these lawsuits have been helpful in  raising  the
standards  for  medical  screening  of  asbestos  claims  and  in
developing,  and  gaining  widespread acceptance  by  plaintiffs'
firms of, the medical criteria included in the NSP Agreements.

As  of  March  31,  1999,  Owens Corning had  approximately  $166
million in unexhausted insurance coverage (net of deductibles and
self-insured   retentions  and  excluding  coverage   issued   by
insolvent  carriers)  under  its  liability  insurance   policies
applicable  to asbestos personal injury claims.  This  insurance,
which  is substantially confirmed, includes both products  hazard
coverage  and primary level non-products coverage.   Portions  of
this  coverage  are  not available until 2000  and  beyond  under
agreements  with the carriers confirming such coverage.   All  of
Owens  Corning's  liability insurance  policies  cover  indemnity
payments and defense fees and expenses subject to policy limits.

In   addition   to  its  confirmed  primary  level   non-products
insurance,  Owens Corning has a significant amount of unconfirmed
potential non-products coverage with excess level carriers.   For
purposes  of  calculating the amount of insurance  applicable  to
asbestos  liabilities, Owens Corning has estimated  its  probable
recoveries in respect of this additional non-products coverage at
$225  million, which amount was recorded in 1996.  This  coverage
is unconfirmed and the amount and timing of recoveries from these
excess  level policies will depend on subsequent negotiations  or

The  Company's  financial statements include a  reserve  for  the
estimated cost associated with Owens Corning's asbestos  personal
injury claims.  This reserve was established initially through  a
charge  to income in 1991, with an additional $1.1 billion charge
to  income  (before  taking  into account  probable  non-products
insurance  recoveries) recorded in 1996.  The combined effect  of
the  $1.1 billion charge and the $225 million probable additional
non-products insurance recovery was an $875 million charge in the
second   quarter   of  1996.   Reflecting  the  substantial   new
information  about pending and future claims gained  in  the  NSP
negotiations with plaintiffs' law firms and the recent changes in
the  legal  environment referred to above,  the  Company  in  the
fourth  quarter of 1998 increased its asbestos reserves  by  $1.4
billion,  resulting in an after-tax charge to  1998  earnings  of
$906  million.  Subject to the uncertainties referred  to  below,
Owens  Corning  estimates  that its  liabilities  in  respect  of
indemnity   and  defense  costs  associated  with   pending   and
unasserted  asbestos  personal injury claims  and  its  insurance
recoveries in respect of such claims, at March 31, 1999,  are  as
                                    March 31,      December 31,
                                      1999             1998
                                     (In millions of dollars)

Reserve for asbestos litigation
    Current                        $   1,050         $     850
    Other                              1,385             1,780
        Total Reserve              $   2,435         $   2,630

Insurance for asbestos litigation
    Current                        $     150         $     150
    Other                                241               260
        Total Insurance            $     391         $     410

Net Owens Corning
  Asbestos Liability               $   2,044         $   2,220

Owens  Corning believes that the NSP will improve its ability  to
estimate the timing and amount of indemnity payments and  defense
costs  for  both  pending  and future  asbestos  personal  injury
claims.  Nevertheless, the Company cautions that its estimate  of
its  liabilities  for  such  claims  is  influenced  by  numerous
variables  that are difficult to predict and that  such  estimate
therefore remains subject to uncertainty.

Such  variables include the number of claims filed in the  future
and  the severity of disease involved in such claims; whether  or
not  such claims are covered by an NSP Agreement; the extent,  if
any, to which an individual plaintiff exercises his/her right  to
opt out of an NSP Agreement and/or utilize other counsel that  is
not  a  participant in the NSP; the extent if any to which  Owens
Corning  exercises its right to terminate one or more of the  NSP
Agreements due to excessive opt-outs; and Owens Corning's success
in controlling the costs of resolving claims outside the NSP.

Management Opinion
Although any opinion is necessarily judgmental and must be  based
on  information  now known to Owens Corning, in  the  opinion  of
management,  while any additional uninsured and unreserved  costs
which  may  arise out of pending personal injury asbestos  claims
and additional similar asbestos claims filed in the future may be
substantial  over time, management believes that such  additional
costs  will  not impair the ability of the Company  to  meet  its
obligations,  to  reinvest in its businesses, or  to  pursue  its
growth agenda.


Prior   to  1972,  Fibreboard  manufactured  insulation  products
containing  asbestos.   Fibreboard has  since  been  named  as  a
defendant  in  many  thousands  of  personal  injury  claims  for
injuries allegedly caused by asbestos exposure.


As  of  March  31, 1999, approximately 129,000 asbestos  personal
injury  claims  were  pending against Fibreboard.   Most  of  the
pending  claims are made against the Fibreboard Global Settlement
Trust  and  are  subject  to  the  Global  Settlement  injunction
discussed below.

National Settlement Program

Fibreboard is a participant in the NSP and is a party to most  of
the  NSP Agreements discussed in Item A.  These agreements settle
claims  pending against Fibreboard and claims which are currently
barred claims that would be filed against Fibreboard in the event
the U.S. Supreme Court overturns the Global Settlement (discussed
below).  The agreements also provide for the resolution of  other
future asbestos personal injury claims against Fibreboard through
the  administrative processing arrangement described in  Item  A.
If   the  Global  Settlement  is  overturned  and  the  Insurance
Settlement   (discussed  below)  therefore   becomes   effective,
Fibreboard  anticipates  that  in  excess  of  100,000   asbestos
personal injury claims pending against it would be resolved under
the  NSP.  Settlement payments for such claims would be made over
a  period of five years, with most payments occurring in 1999 and
2000.   Such  payments would be made from the approximately  $1.9
billion in funds available under the Insurance Settlement.

Each  NSP Agreement will terminate automatically as to Fibreboard
if  the  Global Settlement receives final court approval.   Under
the  Global  Settlement, Fibreboard is protected by an injunction
from  asbestos personal injury claims and should have no  further
uninsured  liabilities  for pending or future  asbestos  personal
injury  claims.   If the Global Settlement receives  final  court
approval,  the NSP Agreements would remain in effect with  regard
to  Owens  Corning,  whose share of the  total  costs  under  the
agreements would remain substantially unchanged.

Global Settlement

During  1993, Fibreboard, its insurers and representatives  of  a
class of future asbestos plaintiffs who have claims arising  from
asbestos  prior  to  August 27, 1993,  entered  into  the  Global
Settlement.  Under the Global Settlement, Fibreboard is protected
by an injunction from claims, and should have no further asbestos
personal injury liabilities.  On July 26, 1996, the Fifth Circuit
Court  of  Appeals affirmed the Global Settlement by  a  majority

The  parties  opposing  the  Global  Settlement  filed  petitions
seeking  review with the U.S. Supreme Court.  On June  27,  1997,
the  Supreme Court granted the petition, vacated the judgment and
remanded  the case to the Fifth Circuit for further consideration
in  light  of the Supreme Court's decision in the Amchem Products
v.  Windsor  case.   Amchem involved a proposed nationwide  class
action  settlement  of  future asbestos  personal  injury  claims
against  the  members of the Center for Claims  Resolution.   The
Supreme  Court,  affirming  the  intermediate  appellate   court,
disapproved  and  vacated  the Amchem  class  action  settlement,
determining that the Amchem class action failed to meet the class
action  certification  requirements  of  Federal  Rule  of  Civil
Procedure 23.  On January 27, 1998, a panel of the Fifth  Circuit
reaffirmed,  by  majority  vote, its prior  decision,  and  again
approved the Global Settlement.  In June 1998, the United  States
Supreme Court granted certiorari, agreeing to review the decision
by  the Fifth Circuit.  The Supreme Court heard oral argument  on
the  case  in  December 1998, and a decision is expected  in  the
second quarter of 1999.

If  the Global Settlement becomes effective, all asbestos-related
personal  injury  liabilities  of  Fibreboard  will  be  resolved
through  insurance  funds  and  existing  corporate  reserves  of
Fibreboard,  and a permanent injunction would bar the  filing  of
any  further claims against Fibreboard or its insurers  by  class
members.  Upon final approval, Fibreboard's insurers are required
to  pay  existing settlements and assume full responsibility  for
any  claims  filed before August 27, 1993, the date the  settling
parties  reached agreement on the terms of the Global Settlement.
A  court-supervised claims processing trust ("Settlement  Trust")
will  be  responsible for resolving claims which were  not  filed
against Fibreboard before August 27, 1993, and any further claims
that might otherwise be asserted against Fibreboard in the future
by members of the class.

The  Settlement Trust will be funded principally by  Fibreboard's
insurers,   Continental  Casualty  Company  ("Continental")   and
Pacific  Indemnity  Company ("Pacific").  These  insurers  placed
$1.525  billion  in  an interest-bearing escrow  account  pending
court approval of the settlements.  Fibreboard is responsible for
contributing  $10  million  plus  accrued  interest  toward   the
Settlement  Trust,  which  it will obtain  from  other  remaining
insurance sources and its existing reserves.

The Home Insurance Company has already paid $9.9 million into the
escrow  account  on behalf of Fibreboard, in satisfaction  of  an
earlier  settlement agreement.  The balance of the escrow account
was approximately $1.7 billion at March 31, 1999 after payment of
interim  expenses and exigent claims associated with  the  Global

Insurance Settlement

In  1993,  Fibreboard, Continental and Pacific entered  into  the
Insurance  Settlement,  which was structured  as  an  alternative
solution  in  the  event the Global Settlement fails  to  receive
final approval.  Under the Insurance Settlement, Continental  and
Pacific  will  pay in full settlements reached as of  August  27,
1993.   In  addition  they  will  provide  Fibreboard  with   the
remaining  balance  of the Global Settlement escrow  account  for
claims  filed  after  August 27, l993, plus  an  additional  $475
million  subject  to  certain adjustments.  Upon  fulfillment  of
their obligations under the Insurance Settlement, Continental and
Pacific  will  be  discharged  from any  further  obligations  to
Fibreboard  under their insurance policies and will be  protected
by  an  injunction against any claims of asbestos personal injury
claimants  based  upon  those  insurance  policies.   Under   the
Insurance  Settlement,  Fibreboard will manage  the  defense  and
resolution  of asbestos-related personal injury claims  and  will
remain subject to suit by asbestos personal injury claimants.  On
October 24, 1996, the statutory time period for objectors to seek
further  judicial review of the Insurance Settlement lapsed  with
no  petition  for review having been filed with the U.S.  Supreme
Court.  Therefore, the Insurance Settlement is now final and  not
subject to further appeal.

The  Insurance Settlement will not become effective and will  not
be fully funded until such time as the Global Settlement has been
finally  resolved.  In the event the Global Settlement is finally
approved, the Insurance Settlement will not be funded.

Management Opinion

While  there  are  various uncertainties  regarding  whether  the
Global  Settlement or the Insurance Settlement will be in effect,
and  these  may  ultimately  impact  Fibreboard's  liability  for
asbestos personal injury claims, the Company believes the amounts
available under the Insurance Settlement will be adequate to fund
Fibreboard's ongoing defense and indemnity costs associated  with
asbestos-related  personal  injury  claims  for  the  foreseeable

PALOMAR MEDICAL: Named as Defendant in H.J. Meyers Proceeding
former and current  officer were added as defendants in the class
action of VARLJEN V. H.J.  MEYERS,  INC., ET AL. pending in the
United  States  District  Court of the  Southern  District of New
York.  Palomar tells its investors that an adverse  result in the
VARLJEN  action "could  have a  materially  adverse  effect" on
its financial  statements  and operations.

PEOPLESOFT, INC.: Looks for Consolidation & Refiling of Complaint
Beginning on January 29, 1999, a series of class actions were
filed alleging that PEOPLESOFT, INC., and various of its officers
and directors violated Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 promulgated thereunder. As of this
date, the Company is aware of sixteen such actions, all filed in
the United States District Court for the Northern District of
California, the first of which is entitled Gulio Suttovia v.
David Duffield et al., No. C 99-0472 MJJ.  It is likely that all
of the subsequent actions will be consolidated with Suttovia.
There are varying combinations of defendants named in these
actions, but the universe of defendants named in one or more
actions, all of whom are represented by Gibson, Dunn & Crutcher
LLP is: PeopleSoft, Inc., David A. Duffield, Ronald E.F. Codd,
Albert W. Duffield, Kenneth R. Morris, George J. Still, Jr.,
Margaret L. Taylor, Aneel Bhusri, Cyril Yansouni and Momentum
Business Applications.

The class periods alleged in the complaints vary slightly, but
generally run from early February 1997, when the Company's 1996
financial results were released, until late January 1999, when
its 1998 results were announced. The allegations of the
complaints focus on three general areas:

     * First, the complaints allege that the Company improperly
accounted for the acquisition of PeopleMan, L.P., which was
acquired by the Company in 1996. The complaints allege that,
instead of writing off approximately $22 million of in-process
research and development ("IPR&D") in 1996 as a one-time charge,
the Company should have written off a lesser amount in 1996,
capitalized the remainder and amortized such amount over its
useful life, which would have increased reported earnings in 1996
but reduced reported operating earnings in later years. The
allegations in this regard appear to be based on the Company's
announcement, on January 28, 1999, that the Securities and
Exchange Commission was reviewing the Company's accounting
treatment for this transaction (as well as for the acquisition of
Intrepid Systems. Inc. in 1998, which resulted in a $13.9 million
charge for IPR&D in the fourth quarter), and that the Company may
be required to restate its 1996 and 1997 financial statements
with respect to the accounting for IPR&D on the PeopleMan
transaction (and take a lesser charge than expected for the
Intrepid acquisition in the fourth quarter of 1998). The Company
has subsequently been advised by the SEC that it will not require
restatement of the 1996 or 1997 financial statements with respect
to the PeopleMan transaction and that it does not take exception
to the accounting for IPR&D with respect to the Intrepid

     * Second, certain of the complaints allege that the Company
has improperly accounted for (or intends improperly to account
for) the spin-off of its subsidiary, Momentum Business
Applications, Inc. In late 1998, the Company transferred $250
million to Momentum Business Applications pursuant to a contract
under which Momentum Business Applications is to conduct research
and development. The Company has a right of first refusal with
respect to the products generated by such research and
development and has an option to purchase the outstanding shares
of Momentum Business Applications in the future. Momentum
Business Applications has one employee, the former CFO of the
Company, and contracts with the Company to provide personnel to
conduct its operations and for administrative services. On
December 31, 1998, the Company, pursuant to a Registration
Statement filed with the SEC, distributed the shares of Momentum
Business Applications to the holders of the Company's shares
which resulted in a dividend of approximately $79 million being
segregated in the Company's equity accounts in December 1998.
Upon the election of independent directors of Momentum Business
Applications, which occurred in the first quarter of 1999,
Momentum Business Applications no longer meets the requirements
for consolidation with the Company. This resulted in a
one-time charge of approximately $177 million by the Company in
the first quarter of 1999. The complaints allege that this
structure is designed to artificially inflate future operating
earnings by allegedly converting what would be ongoing research
and development charges into a one-time write-off.  This
structure was disclosed in detail in the above-referenced
Registration statement, and the SEC has not taken exception to
the deconsolidation of the financial statements upon the election
of independent Momentum Business Applications directors.

     * Third, the complaints allege that the Company misled the
investing public as to the Company's future prospects and failed
to disclose facts that it knew would result in decreased demand
for its products and/or decreased operating margins. The
complaints allege further that various officers and directors
intended to profit thereby by artificially inflating the price of
the Company's stock so that they could sell significant amounts
of their stock at inflated prices.  The allegations appear to
have been triggered by the Company's announcement, on January 28,
1999, that it expected revenue growth in 1999 to be in the range
of 20 - 30% (whereas it had previously experienced 60 - 65%
annual revenue growth) and that it expected operating margins in
1999 to be in the range of 16 - 18% (whereas it had previously
experienced operating margins of 18 - 20%). The Company also
announced that it was reducing its workforce by approximately 6%.

The Company is currently waiting for these complaints to be
consolidated and refiled during the Company's second quarter of

The Company believes these actions to be without merit and
intends to vigorously defend them.  However depending on the
amount and timing, an unfavorable resolution of some or all these
matters could materially affect the Company's future financial
position or results of operations or cash flows in a particular

PIZZA HUT: California Wage & Hour Trial Set for October 28, 1999
On May 11, 1998, a purported  class action lawsuit against Pizza
Hut, Inc., and one of its franchisees, PacPizza, LLC, entitled  
Aguardo, et al. v. Pizza Hut, Inc., et al., was filed in the
Superior Court of the State of California of the County of San  
Francisco.   The lawsuit was filed by three former Pizza Hut  
restaurant general managers purporting to represent approximately
1,300 current and former California restaurant general managers
of Pizza Hut and PacPizza.  The lawsuit alleges violations of
state wage and hour laws  involving  unpaid  overtime wages and
vacation pay and seeks an  unspecified  amount in  damages.  This  
lawsuit is in the early discovery phase, TRICON GLOBAL
RESTAURANTS, INC., relates in its latest quarterly report, adding
that a trial date of October 28, 1999 has been set.

PORT CHARGES: Cruise Lines Begin Noticing for Voucher Collection
Several cruise lines are notifying millions of their previous
passengers that they are eligible for vouchers of $5 to $50, the
result of class-action suits that alleged the lines improperly
assessed port charges. The cases, filed in 1996, revolve around
the lines' common practice of adding "port charges" that did not
precisely equal the actual port charges assessed by island and
other local port authorities.

The complaints, filed by  the New York law firm of Zwerling
Schachter & Zwerling, argued that the pricing  information was
misleading. While the lines have not admitted wrongdoing, the  
dozen companies are entering or moving toward settlements. More
Information can  be obtained through a hot line at (877) 202-
1520, or at http://www.zsz.com-- the law firm's Web site.

RJR NABISCO: Quarterly Status Report Concerning Tobacco Cases
In its latest quarterly report filed with the Securities and
Exchange Commission, RJR NABISCO HOLDINGS CORP. provides
investors with a status report concerning on-going tobacco-
related litigation against it:

    OVERVIEW.  Various legal actions, proceedings and claims are
pending or may be instituted against R. J. Reynolds Tobacco
Company ("RJRT") or its affiliates (including, with increasing
frequency, RJRN and RJRN Holdings) or indemnitees, including
those claiming that lung cancer and other diseases as well as
addiction have resulted from the use of or exposure to RJRT's
tobacco products. During the first quarter of 1999, 35 new
actions were served against RJRT and/or its affiliates or
indemnitees (as against 72 in the first quarter of 1998) and
49 actions were dismissed or otherwise resolved in favor of RJRT
and/or its affiliates or indemnitees without trial. There have
been noteworthy increases in the number of cases pending. On
March 31, 1999, there were 647 active cases pending, as compared
with 550 on March 31, 1998 and 278 on March 31, 1997. As of
April 28, 1999, 661 active cases were pending against RJRT and/or
its affiliates or indemnitees: 655 in the United States; 3 in
Canada; 1 in each of the Marshall Islands, Nigeria and Puerto

    The U.S. cases are pending in 41 U.S. states and the District
of Columbia, although four states -- West Virginia, Florida, New
York and California -- account for 61% of these cases. The
breakdown is as follows: 125 in West Virginia; 112 in New York;
111 in Florida; 53 in California; 34 in Massachusetts; 25 in
Louisiana; 18 in Texas; 16 in each of Pennsylvania and
Tennessee; 15 in D.C.; 11 in New Jersey; 10 in Alabama; nine in
each of Illinois and Mississippi; seven in Ohio; six in Iowa;
five in each of Indiana, Maryland, Minnesota Missouri and Nevada;
four in each of Arkansas, Georgia, Oklahoma, Rhode Island and
Virginia; three in each of Arizona, Canada, New Mexico,
Washington and Wisconsin; two in each of Colorado, Hawaii,
Kentucky, Michigan, North Carolina, North Dakota, South Carolina,
South Dakota and Utah; and one in each of Kansas, New Hampshire,
and Oregon. Of the 655 active U.S. cases, 168 are pending in
federal court, 482 in state court and five in tribal court). Most
of these cases were brought by individual plaintiffs, but an
increasing number, discussed below, seek recovery on behalf of
third parties or large classes of claimants.

    THEORIES OF RECOVERY.  The plaintiffs in these actions seek
recovery on a variety of legal theories, including, among others,
strict liability in tort, design defect, negligence, special
duty, voluntary undertaking, breach of warranty, failure to warn,
fraud, misrepresentation, unfair trade practices, conspiracy,
aiding and abetting, unjust enrichment, antitrust, Racketeer
Influenced and Corrupt Organization Act ("RICO"), indemnity,
medical monitoring and common law public nuisance. Punitive
damages, often in amounts ranging into the hundreds of millions
or even billions of dollars, are specifically pleaded
in a number of cases in addition to compensatory and other
damages. Nine of the 655 active cases in the United States
involve alleged non- smokers claiming injuries purportedly
resulting from exposure to environmental tobacco smoke.  Fifty-
nine cases purport to be class actions on behalf of thousands of
individuals. Purported classes include individuals claiming to be
addicted to cigarettes, individuals and their estates claiming
illness and death from cigarette smoking, persons making claims
based on alleged exposure to environmental tobacco smoke,
African-American smokers claiming their civil rights have been
violated by the sale of menthol cigarettes, purchasers of
cigarettes claiming to have been defrauded and seeking to recover
their costs, and Blue Cross/Blue Shield subscribers seeking
reimbursement for premiums paid. Approximately 102 of the
active cases seek, INTER ALIA, recovery of the cost of Medicaid
payments or other health-related costs paid for treatment of
individuals suffering from diseases or conditions allegedly
related to tobacco use. Nine, brought by entities administering
asbestos liability, seek contribution for the costs of
settlements and judgments.

    DEFENSES.  The defenses raised by RJRT and/or its affiliates,
where applicable, include preemption by the Federal Cigarette
Labeling and Advertising Act of some or all such claims arising
after 1969; the lack of any defect in the product; assumption of
the risk; contributory or comparative fault; lack of proximate
cause; and statutes of limitations or repose; and, when
applicable, additional statutory, equitable, constitutional and
other defenses. RJRN and RJRN Holdings have asserted additional
defenses, including jurisdictional defenses, in many of these
cases in which they are named.

    INDUSTRY TRIAL RESULTS.  Juries have found for plaintiffs in
five smoking and health cases in which RJRT was not a defendant.
In one such case, no damages were awarded and the judgment was
affirmed on appeal. The jury awarded plaintiffs $400,000 in
another such case, CIPOLLONE V. LIGGETT GROUP, INC., but
the award was overturned on appeal and the case was subsequently
dismissed. In the third such case, on August 9, 1996, a Florida
jury awarded damages of $750,000 to an individual plaintiff. That
case, CARTER V. BROWN & WILLIAMSON, was overturned on appeal on
June 22, 1998. In another Florida case brought by the same
attorney, WIDDICK V. BROWN & WILLIAMSON, a state court jury
awarded the plaintiff approximately $1 million in compensatory
and punitive damages on June 10, 1998. On January 29, 1999, the
Florida Court of Appeals reversed this verdict and ordered a new
trial in a different location (Palm Beach County). On February 9-
10, 1999, in HENLEY V. PHILIP MORRIS, INC., a San Francisco state
court jury awarded an individual smoker $1.5 million in
compensatory damages and $50 million in punitive damages. Philip
Morris moved to have this verdict set aside or reduced. On April
16, 1999, the trial judge reduced the punitive damages award to
$25 million, but otherwise denied Philip Morris' motions.
Philip Morris will appeal the verdict. On March 30, 1999, in
WILLIAMS V. PHILIP MORRIS, an Oregon state court jury returned a
verdict against Philip Morris in the amount of $1.5 million in
compensatory damages and $79 million in punitive damages. Philip
Morris will also appeal that case.

    On May 5, 1997, in an individual case filed against RJRT,
brought by the same attorney who represented plaintiffs in the
CARTER and WIDDICK cases, a Florida state court jury found no
RJRT liability (CONNOR V. R. J. REYNOLDS TOBACCO CO.). On October
31, 1997, in still another case (KARBIWNYK V. R.J. REYNOLDS
TOBACCO COMPANY) brought by the same attorney, another Florida
state court jury found no RJRT liability. On March 19, 1998, an
Indiana state court jury found for RJRT, RJRN Holdings and other
defendants in an individual case, DUNN V. RJR NABISCO HOLDINGS
CORP., in which plaintiffs sought damages for the alleged harm
caused to a non-smoker by environmental tobacco smoke. Finally,
on March 18, 1999, the jury in an Ohio federal district court
found for the defendants, including RJRT, on all counts in a
class-action union trust-fund case, IRONWORKERS LOCAL 17 V.
PHILIP MORRIS. A verdict is expected during the first week of May
in NEWCOMB V. R.J. REYNOLDS TOBACCO CO., one of three individual
cases in Tennessee state court which have been consolidated for

    CERTAIN CLASS-ACTION SUITS.  In May 1996, in an early class
Circuit Court of Appeals overturned the certification of a
purported nationwide class of persons whose claims related to
alleged addiction to tobacco. Since this ruling by the Fifth
Circuit, most purported class-action suits have sought
certification of statewide rather than nationwide classes.

    Putative class-action suits based on claims similar to those
asserted in CASTANO have been brought against RJRT and in some
cases RJRN in state and, in a few instances, federal courts in
Alabama, Arkansas, California, the District of Columbia (D.C.
court), Florida, Hawaii, Illinois, Indiana, Iowa, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New
Mexico, Nevada, New Jersey, New York, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah,
Virginia, and West Virginia. A putative class action filed in
Tennessee seeks reimbursement of Blue Cross/ Blue Shield premiums
paid by subscribers throughout the United States. On October 19,
1998, a putative class action was filed in federal court in
Philadelphia, Pennsylvania, on behalf of "all living Black
Americans who have purchased or consumed menthol tobacco products
since 1954 (including minors through their legal
representatives)" seeking redress of alleged violations of the
plaintiffs' civil rights. A purported class action suit against
RJRT in Texas claims that the marketing of "lights" and
"ultralight" cigarettes is deceptive. Similar claims have been
made in other lawsuits. Other types of class- action suits have
also been filed in additional jurisdictions and there are also
putative class action suits pending in Canada, Puerto Rico and
Nigeria. Most of these suits assert claims on behalf of classes
of individuals who claim to be addicted, injured, or at greater
risk of injury by the use of tobacco or exposure to environmental
tobacco smoke, or are the legal survivors of such persons.

    Despite the marked increase of purported class actions
brought against tobacco companies, very few purported class
actions have been certified, or if certified, have survived on
appeal. Most recently, on April 12, 1999, in CHAMBERLAIN V.
AMERICAN TOBACCO COMPANY, a federal district court in Ohio
refused to certify a class of "nicotine-dependent" Ohio
residents. On April 13, 1999, in AVALLONE V. AMERICAN TOBACCO
COMPANY, a state court judge in New Jersey refused to certify a
purported class of casino workers exposed to environmental
tobacco smoke. Class certification was granted in 1998, however,
by a Maryland state court in RICHARDSON V. PHILIP MORRIS.That
decision is being reviewed by the Maryland Court of Appeals. In
addition, on November 5, 1998 a Louisiana state appeals court
affirmed the certification of a medical monitoring and/or
smoking cessation class of Louisiana residents who were smokers
on or before May 24, 1996 (SCOTT V. AMERICAN TOBACCO COMPANY). On
February 26, 1999, the Louisiana Supreme Court denied the
defendants' petition for writ of certiorari and/or review.
Finally, defendants settled another class-action suit, BROIN V.
PHILIP MORRIS, in October, 1997. This settlement was challenged
but was approved by the Florida Court of Appeals on March 24,

    Trial is underway in a class-action suit pending in Florida,
consisting of Florida residents or their survivors who claim to
have diseases or medical conditions caused by their alleged
"addiction" to cigarettes has been certified. The trial is
divided into three phases. The initial phase, which includes
common issues related to liability and general causation,
entitlement to punitive damages and possibly the basis or ratio
for assessment of punitive damages, is expected to last
several more weeks, but even if potential liability is confirmed
in this phase of the trial, no actual liability would be
established until the subsequent phases which could last for some

Mississippi attorney general brought an action, MOORE V. AMERICAN
TOBACCO COMPANY, against various industry members including RJRT.
This case was brought on behalf of the state to recover state
funds paid for healthcare and medical and other assistance to
state citizens suffering from diseases and conditions allegedly
related to tobacco use. By making the State the plaintiff in the
case and basing its claims on economic loss rather than personal
injury, the State sought to avoid the defenses otherwise
available against an individual plaintiff. Following the
filing of the MOORE case, most other states, through their
attorneys general and/or other state agencies, sued RJRT and
other U.S. cigarette manufacturers based on similar theories. The
first four of these cases scheduled to come to trial, those of
Mississippi, Florida, Texas and Minnesota, were settled by
separate agreements between the state and the cigarette
manufacturer defendants in each case.

    On November 23, 1998, the major U.S. cigarette manufacturers,
including RJRT, entered into a Master Settlement Agreement
("MSA") with attorneys general representing the remaining 46
states, the District of Columbia, Puerto Rico, Guam, the Virgin
Islands, American Samoa and the Northern Marianas (the "Settling
States"). The MSA settles all the health-care cost recovery
actions brought by the Settling States and contains releases of
certain additional present and future claims. For a more detailed
description of the MSA, see the Registrants' Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, filed with
the Securities and Exchange Commission on March 26, 1999.

    The MSA, when judicially approved, will release RJRT (and
certain of its indemnitees), RJRN and RJRN Holdings from: (i) all
claims of the Settling States (and their respective political
subdivisions and other recipients of state health-care funds)
relating to past conduct arising out of the use, sale,
distribution, manufacture, development, advertising, marketing or
health effects of, the exposure to, or research, statements or
warnings about, tobacco products; and (ii) all monetary claims
relating to future conduct arising out of the use of, or exposure
to, tobacco products which have been manufactured in the
ordinary course of business.

    The MSA is scheduled to become effective on the earlier of
June 30, 2000 or the date on which final approval of the
settlement has been obtained in courts of 80% of the Settling
States (both by number and percentage share of the settlement
payments due). As of April 20, 1999, final approval was obtained
in the requisite number of Settling States (42) but those states'
percentage shares comprise only 54.18% (rather than the necessary
80%) of the payments due.

    Payments for all tobacco litigation settlement agreements
currently in effect (including the MSA and four individual state
settlements) will be approximately $1.6 billion in 1999 and will
be funded through price increases.  Payments in future years are
estimated to exceed $2.0 billion per year, but these payments
will be subject to, among other things, the volume of cigarettes
sold by RJRT, RJRT's market share and inflation adjustments.

    On April 20, 1999, the Canadian Province of British Columbia
brought a case, similar to the U.S. attorney-general cases,
against RJRT and other Canadian and U.S. tobacco companies and
their parent companies (including RJRN) in British Columbia
Provincial Court. This lawsuit relies heavily upon recently
enacted legislation in British Columbia which is being separately
challenged by Canadian tobacco companies. An agreement has been
reached with the government in British Columbia that these
separate constitutional challenges will be litigated prior
to the health-care recovery action. These constitutional
challenges are scheduled to be heard by the Canadian courts in
the autumn of 1999.

    UNION CASES.  Although the MSA settled some of the most
potentially burdensome healthcare cost recovery actions, many
other such cases have been brought by other types of plaintiffs.
Approximately 70 lawsuits have been brought by union trust funds
against cigarette manufacturers and others in the past two years.
The funds seek recovery of payments made by them for medical
expenses of their participants' union members and their
dependents allegedly injured by cigarettes. The claims in these
cases are almost identical, and more than 30 of the cases purport
to be class actions on behalf of all union trust funds in a
particular state.

    The defendants in these actions argue, among other things,
the settled law that one who pays an injured person's medical
expenses is legally too remote to maintain an action against the
person allegedly responsible for the injury. In addition, they
argue that the traditional subrogation remedy cannot be
supplanted by a direct right of action for the trust fund that
strips defendants of the defenses they would ordinarily have
against the allegedly injured individual.

    In the first of these cases to be considered by a federal
court of appeals, on March 29, 1999, the Third Circuit Court of
Appeals affirmed a district court ruling dismissing a case,
grounds. Then, a week later, the Second Circuit handed down its
decision in LABORERS LOCAL 17 V. PHILIP MORRIS, reversing a
district court's decision and remanding the case for dismissal,
again on remoteness grounds. On May 3, 1999, the U.S. Court of
Appeals for the Ninth Circuit heard oral argument in OREGON
LABORERS V. PHILIP MORRIS. Numerous trial court judges have also
dismissed these cases on remoteness grounds, including most
recently, on April 29, 1999, a federal district court in
Minnesota (LYONS V. PHILIP MORRIS).  Nonetheless, in other
federal circuits, there are still some union cases that
have survived motions to dismiss and that may proceed to trial.
Most recently, on March 31, 1999, a federal district court denied
defendants' motion to dismiss in UTAH LABORERS V. PHILIP MORRIS.
One such case, NORTHWEST LABORERS V. PHILIP MORRIS, is scheduled
for trial in September 1999.

    The first union case to survive motions to dismiss and go to
trial was IRON WORKERS LOCAL NO. 17 V. PHILIP MORRIS. This case,
in which a class of approximately 111 union trust funds was
certified by a federal district court in Ohio, went to trial on
February 22, 1999 on the counts that survived motions to dismiss
both state and federal RICO claims and civil conspiracy claims.
The federal RICO claim was dismissed during the trial, and after
the conclusion of plaintiffs' case, the court directed a verdict
dismissing RJRN and RJRN Holdings from the case. On March 18,
1999, the jury in this case returned a unanimous verdict for the
defendants on all surviving counts.

PLAINTIFFS.  Similar cases have been filed by Native American
tribes, five in tribal courts and one putative class action in
San Diego Superior Court. Four groups of health-care insurers, as
well as a private entity that purported to self-insure its
employee health-care programs, have also advanced claims similar
to those found in the union health-care cost recovery actions.
Two of these "insurer" cases, WILLIAMS & DRAKE V. AMERICAN
dismissed in their entirety on "remoteness" grounds by federal
district courts in Pennsylvania and Washington respectively. In a
third "Insurers" case, GROUP HEALTH PLAN, INC. V. PHILIP MORRIS,
a federal district judge in Minnesota, on April 29, 1999,
dismissed all claims except a state anti-trust claim and a
conspiracy claim. Four foreign countries have also brought
health-care cost recovery suits in U.S. courts. Other cost
recovery suits have been brought by, among others, local
governmental jurisdictions, taxpayers (on behalf of a
governmental jurisdiction), a university and a hospital. Finally,
nine actions have been filed against RJRT by asbestos companies
and/or asbestos-related trust funds based on the theory that the
plaintiffs "overpaid" claims brought against them to the extent
that tobacco use, not asbestos exposure, was the cause of the
alleged personal injuries for which they paid compensation. On
April 29, 1999, a federal district court judge in Minnesota
dismissed the entire "asbestos contribution" complaint in CONWED
CORP. V. R.J. REYNOLDS TOBACCO COMPANY.  Plaintiffs have the
right to replead.

    RECENT AND SCHEDULED TRIALS.  As of April 28, 1999, there
were 14 cases scheduled for trial in 1999 against RJRT alleging
injuries relating to tobacco.  In addition, two of these cases,
in which RJRT is a party, are currently in progress: the ENGLE
which is one of three consolidated individual cases being tried
in Memphis, Tennessee. Closing arguments in NEWCOMB are scheduled
on May 3 and 4, 1999, and a verdict is expected shortly
thereafter. Cases against other tobacco company defendants are
also scheduled for trial in 1999 and thereafter. Although
trial schedules are subject to change and many cases are
dismissed before trial, it is likely that there will be an
increased number of tobacco cases, some involving claims for
possibly billions of dollars, against RJRT and RJRN coming
to trial over the next year.

    OTHER DEVELOPMENTS.  In January of 1999, President Clinton
announced that the U.S. Department of Justice is preparing a
litigation plan for a lawsuit by the federal government to
recover federal healthcare costs associated with cigarette
smoking, and press reports have indicated that the Justice
Department has engaged a private law firm to assist in such a

    On April 9, 1999, a class action complaint (A.D. BEDELL
WHOLESALE CO. V PHILIP MORRIS INC.) was filed on behalf of
cigarette wholesalers and distributors against RJRT, Philip
Morris and Brown & Williamson in the U.S. District Court for the
District of Pennsylvania alleging violations of the federal
antitrust laws based, in large part, on the MSA.

    RJRT is aware of certain grand jury investigations being
conducted in New York and Washington, D.C. which relate to the
cigarette business. In addition, RJRT received a document
subpoena, dated September 17, 1998, from a federal grand jury
convened in the Eastern District of Pennsylvania by the Antitrust
Division of the Department of Justice. RJRT understands that the
grand jury is investigating possible violations of the antitrust
laws related to tobacco leaf buying practices. RJRT is responding
to the subpoena.

    On December 22, 1998, a now inactive tobacco subsidiary that
was part of Reynolds International's business, Northern Brands
International, Inc. ("NBI"), entered into a plea agreement with
the United States Attorney for the Northern District of New York.
NBI was charged with aiding and abetting certain customers who
brought merchandise into the United States "by means of false and
fraudulent practices. . . ." NBI agreed to pay a $10 million
forfeiture and a $5.2 million fine and special assessment. In the
plea agreement, the U.S. Attorney agreed not to bring additional
criminal charges in the Northern District against NBI or its
corporate affiliates (including RJRN Holdings, RJRN, RJRT and
Reynolds International) for actions (from 1985 through 1998) that
are related to those that gave rise to the agreement. RJR-
MacDonald, Reynolds International's operating company in Canada,
is cooperating with an investigation now being conducted by the
Royal Canadian Mounted Police relating to the same events that
gave rise to the NBI investigation. Management cannot predict
whether any other authorities in the United States or Canada will
seek to take further actions with regard to these events.

    Litigation is subject to many uncertainties and it is
possible that some of the tobacco-related legal actions,
proceedings or claims could be decided against RJRT or its
affiliates (including RJRN Holdings and RJRN) or indemnitees.
Determinations of liability or adverse rulings against other
cigarette manufacturers that are defendants in similar actions,
even if such rulings are not final, could adversely affect the
litigation against RJRT or its affiliates or indemnitees and
could encourage an increase in the number of such claims. There
have been a number of political, legislative, regulatory, and
other developments relating to the tobacco industry and cigarette
smoking that have received wide media attention, including the
Master Settlement Agreement referred to above. These developments
may negatively affect the outcomes of tobacco-related legal
actions and encourage the commencement of additional similar

    Although it is impossible to predict the outcome of such
events on pending litigation and the rate at which new lawsuits
are filed against RJRT, RJRN and RJRN Holdings, a significant
increase in litigation and/or in adverse outcomes for tobacco
defendants could have an adverse effect on any one or all of
these entities. RJRT, RJRN and RJRN Holdings each believe that
they have a number of valid defenses to any such actions and
intend to defend such actions vigorously.

    RJRN Holdings and RJRN believe, that notwithstanding the
quality of defenses available to them and RJRT in litigation
matters, it is possible that the results of operations or cash
flows of RJRN Holdings or RJRN in particular quarterly or annual
periods or the financial condition of RJRN Holdings and RJRN
could be materially affected by the ultimate outcome of certain
pending litigation matters (including litigation costs).
Management is unable to predict the outcome of the litigation or
to derive a meaningful estimate of the amount or range of any
possible loss in any particular quarterly or annual period or in
the aggregate.

SLOANE'S SUPERMARKET: RMED Continues 1994 Class Action Litigation
In August 1994, RMED International, Inc., commenced an action in
the United States  District Court for the Southern District of
New York against Sloan's  Supermarkets,  Inc., and John A.
Catsimatidis to recover damages based on the defendants' failure
to disclose, in its public filings and otherwise, the existence
of an investigation by  the  Federal  Trade  Commission   ("FTC")  
regarding  the  concentration  of supermarkets  by entities  
owned or  controlled by the  defendants.  RMED purchased  
approximately  226,000 shares of Sloan's common stock in November
and December  1993,  in open market  transactions  on the
American  Stock  Exchange, without knowledge of the FTC  
investigation,  and sold a portion of these shares at a loss
after June 2, 1994, when RMED learned of the FTC investigation.  
The legal  action has been  certified  as a "class  action" with
RMED the class action representative.  The litigation continues.

SODAK GAMING: Winding through Procedural & Discovery Issues
On April 26, 1994, William Poulos filed a class action lawsuit in
the United States District Court for the Middle District of
Florida, Case No. 94-478-CIV-ORL-22.  The Complaint in the Poulos
case alleges violations of 18 U.S.C. Secs. 1962(a), (c), and (d),
the Racketeering Influenced and Corrupt Organizations Act, and
pendent state law claims.  The approximately 41 named defendants
in the Poulos case consist of the manufacturers and distributors
of electronic gaming devices, and companies who are parents
and/or affiliates of the entities which operate and/or provide
the electronic gaming devices for play by the public, including

On May 10, 1994, William Ahearn filed a class action lawsuit in
the United States District Court for the Middle District of
Florida, Case No. 94-532-CIV-ORL-22.  The named defendants,
including SODAK GAMING, INC., and claims made in the Poulos and
Ahearn cases are virtually identical.

On September 30, 1994, the Poulus and Ahearn cases were
consolidated. On December 9, 1994, the Poulos and Ahearn cases
were transferred to the United States District Court for the
District of Nevada pursuant to 28 U.S.C. Secs. 1404(a). On
November 29, 1994, William Poulos filed a second class action
lawsuit in the United States District Court for the Middle
District of Florida, Case No. 94-1259-CIV-ORL-22 (the Cruise Ship
case). The allegations made in the Cruise Ship case are virtually
identical to the allegations in the Poulos and Ahearn cases. The
defendants in the Cruise Ship case consist of manufacturers
and distributors of electronic gaming devices, and the operators
of cruise ships and cruise ship casinos where the devices are
exposed for play by passengers. On September 14, 1995, the Cruise
Ship case was transferred to the United States District
Court for the District of Nevada pursuant to 28 U.S.C. ss.
1404(a). On September 26, 1995, Larry Schreier filed a class
action lawsuit in the United States District Court for the
District of Nevada. Except for alleging a smaller and
more precisely defined class of plaintiffs, the Schreier case is
virtually identical to the Poulos and Ahearn cases. The Poulos,
Ahearn, Schreier, and Cruise Ship cases have been consolidated
and assigned to visiting United States District Court Judge David
A. Ezra. Sodak is a named defendant in the Poulos, Ahearn, and
Schreier cases. The plaintiffs allege that the defendants actions
constitute violations of the Racketeer Influenced and Corrupt
Organizations Act (RICO) and give rise to claims of common law
fraud and unjust enrichment. The plaintiffs are seeking monetary
damages in excess of $1 billion and are asking that any damage
awards be trebled under applicable federal law.

The Defendants argued a variety of motions to dismiss and also
procedural motions before the Court on November 3, 1997. The
Court ruled on the same issuing various Orders which were entered
and served on December 19, 1997.  The most significant rulings
were that the Court ordered Plaintiffs to file an Amended
Complaint by January 9, 1998, and the Plaintiffs wire fraud count
against Defendants was dismissed with prejudice (cannot be
relitigated). On March 19, 1998 the Court granted Defendant's
Motion to Bifurcate Discovery and to Stay Merits Discovery until
the Court decides the Plaintiff's Motion for Class Certification.
Class certification proceedings continue.

Procedural and discovery issues are ongoing. The Company believes
the Consolidated action is without merit. The Company is
vigorously pursuing all legal defenses available to it and is
participating in the defense through counsel and the defendants
steering committee created pursuant Court Order.

TACO BELL: California Wage & Hour Case Awaits Supreme Ct. Ruling
On  October  2, 1996,  a class  action  lawsuit  against  Taco
Bell  Corp., entitled  Mynaf,  et al.  v. Taco Bell  Corp.,  was
filed in the Superior Court of the State of California of the
County of Santa Clara. The lawsuit was filed by two former
restaurant  general managers and two former assistant  restaurant
general managers  purporting to represent all current and former
Taco Bell restaurant  general managers and assistant  restaurant
general  managers  in  California.   The  lawsuit  alleges   
violations  of California  wage  and  hour  laws  involving  
unpaid  overtime  wages.  The complaint also includes an unfair
business  practices claim. The four named plaintiffs claim
individual  damages ranging from $10,000 to $100,000 each.

On September 17, 1998, the court certified a class of  
approximately  3,000 current and former  assistant  restaurant  
general  managers and restaurant general  managers.  Taco Bell  
petitioned the appellate court to review the trial court's  
certification order. The petition was denied on December 31,
1998.  Taco Bell has filed a petition for review to the
California  Supreme Court which is currently pending. No trial
date has been set, TRICON GLOBAL RESTAURANTS, INC., relates in
its latest quarterly report.

TACO BELL: Oregon Wage & Hour Case To Be Tried by Year-End
On August  29,  1997,  a class  action  lawsuit  against  Taco
Bell  Corp., entitled  Bravo,  et al.  v. Taco Bell  Corp.,  was
filed in the Circuit  Court of the  State of  Oregon of the  
County  of  Multnomah.  The lawsuit  was filed by two former  
Taco Bell shift  managers  purporting  to represent approximately   
16,000  current  and  former  hourly  employees statewide.  The  
lawsuit  alleges  violations  of state wage and hour laws,
principally  involving unpaid wages including  overtime,  and
rest and meal period violations, and seeks an unspecified amount
in damages. Under Oregon class action procedures, Taco Bell was
allowed an opportunity to "cure" the unpaid  wage and hour  
allegations  by  opening  a  claims  process  to all putative
class members prior to  certification  of the class.  In this
cure process,  Taco Bell has currently paid out less than $1
million. On January 26,  1999,  the Court  certified a class of
all  current  and former  shift managers and crew members who
claim one or more of the alleged  violations.  A trial date has
been tentatively scheduled for the third quarter of 1999, TRICON
GLOBAL RESTAURANTS, INC., relates in its latest quarterly report.

TOBACCO LITIGATION: High Court to Decide if FDA Can Curb Sales
The Supreme Court agreed to decide whether the Food and  Drug
Administration can regulate tobacco.    

The court will hear a Clinton administration appeal in which
government  lawyers say the FDA's 1996 decision to start
regulating tobacco as a drug was  justified by evidence that the
tobacco industry intended its products to feed  consumers'
nicotine habits.  A federal appeals court ruled that Congress,
not the FDA, has the authority  to decide how to regulate
cigarettes and chewing tobacco.    

"It will be the most important public health case the Supreme
Court hears in  decades," said David Kessler, who was food and
drug commissioner in 1996 and is  now dean of Yale University
Medical School. "The goal is certainly to reduce  the number of
people who smoke, and the best way to do that is to reduce the  
number of young people who start."    

Tobacco industry representatives did not comment on the court's
action.  Industry officials have argued that FDA regulation of
tobacco would force a  ban, or short of that, would let the
agency control the contents of cigarettes  and set other limits.    
The FDA's rules are part of growing efforts to curb the tobacco
industry.  Although Congress failed to pass a nationwide
settlement last year, all 50  states have reached settlements in
which tobacco companies will pay them $246  billion for the cost
of treating smoking-related illnesses.    

The federal government also plans to sue the industry to recover
federal  health insurance costs for treating such illnesses. And
the industry faces  individual and class-action lawsuits by
smokers and their families.  (Chicago Sun Times 26-Apr-1999)

USG CORP.: Provides Investors With Summary of Pending Litigation
In its latest-filed quarterly report filed with the Securities
and Exchange Commission, USG Corp. provides investors with a
summary of pending asbestos-related personal injury and property
damage litigation:

     One of the Corporation's subsidiaries,  U.S. Gypsum, is
among many defendants in lawsuits  arising  out  of  the  
manufacture  and  sale  of  asbestos-containing materials.  U.S.
Gypsum sold certain  asbestos-containing  products beginning in
the 1930's;  in most cases,  the  products  were  discontinued  
or asbestos  was removed  from the  formula by 1972,  and no  
asbestos-containing  products  were produced after 1977. Some of
these lawsuits seek to recover  compensatory and in many cases
punitive damages for costs associated with the maintenance or
removal and  replacement  of  asbestos-containing  products in
buildings  (the "Property Damage Cases").  Others seek
compensatory and in many cases punitive damages for personal  
injury  allegedly  resulting  from  exposure  to   asbestos-
containing products (the  "Personal  Injury  Cases").  It is  
anticipated  that  additional asbestos-related suits will be

     U.S.  Gypsum is a defendant in 11 Property  Damage Cases,  
many of which involve multiple buildings.  One of the cases is a
conditionally  certified class action comprised  of  all  
colleges  and  universities  in  the  United  States,  which
certification  is  presently  limited to the  resolution  of  
certain  allegedly "common"  liability  issues.  (Central  
Wesleyan College v. W.R. Grace & Co., et al.,  U.S.D.C.S.C.).  
Fourteen  additional  property  damage  claims  have  been
threatened  against  U.S.  Gypsum.  During the years  1996-1998,  
5 new Property Damage Cases were filed  against U.S.  Gypsum
while 26 were closed;  the Company spent an average of $23.5  
million  per year on the defense  and  settlement  of Property  
Damage  Cases,  but  received  a total  of  $154.5  million  over  
the three-year  period  from  insurance   carriers,   including   
reimbursement  for expenditures in prior years.

     U.S.   Gypsum  is  also  a  defendant  in  Personal   Injury  
Cases  brought  by approximately  104,000  claimants,  as well as
an additional  42,300 claims that have been settled but will be
closed over time.  Filings of new Personal  Injury Cases totaled  
approximately 80,000 claims in 1998, compared to 23,500 claims in
1997, 28,000 claims in 1996 and 14,000 in 1995. Filings of
Personal Injury Cases increased  substantially  as a result of a
1997 ruling by the U.S. Supreme Court rejecting the Georgine v.
Amchem class action  settlement,  in which U.S. Gypsum had  
participated as a member of the Center for Claims  Resolution,  
referred to below. During the first three months of 1999,  
approximately 11,000 new Personal Injury  Claims were filed
against U.S.  Gypsum.  U.S.  Gypsum's  average cost to
resolve  Personal  Injury Cases  during the years  1996-1998  was  
approximately $1,800 per claim,  exclusive of defense  costs.  
Over that period,  U.S.  Gypsum expended an average of $40.4
million per year on Personal Injury Cases, of which an average of
$31.4 million was paid by insurance.

     U.S.  Gypsum is a member,  together with 19 other former  
producers of asbestos-containing products,  of the Center for
Claims Resolution (the "Center"),  which has assumed the  
handling of all  Personal  Injury  Cases  pending  against U.S.
Gypsum and the other members of the Center.  Costs of defense and
settlement are shared  among the  members  of the  Center  
pursuant  to  predetermined  sharing formulae.  Most of U.S.
Gypsum's personal injury liability and defense costs are
currently  being  paid by its  insurance  carriers,  including  
those  insurance carriers  that in 1985 signed an Agreement  
Concerning  Asbestos-Related  Claims (the  "Wellington  
Agreement"),  obligating  them to  provide  coverage  for the
defense and indemnity  costs incurred by U.S.  Gypsum in Personal  
Injury Cases.  Punitive  damages  have never been  awarded  
against  U.S.  Gypsum in a Personal Injury  Case;  whether  such
an award  would be covered by  insurance  under the Wellington  
Agreement  would depend on state law and the terms of the
individual policies.

     U.S. Gypsum sued its insurance  carriers in 1983 to obtain
coverage for asbestos cases (the  "Coverage  Action")  and has
settled all  disputes  with most of its solvent carriers.  As of
March 31, 1998, after deducting  insolvent coverage and
insurance paid out to date,  approximately  $233 million of
potential  insurance remained,  including  approximately  $188
million of insurance from six carriers that have  agreed,  
subject  to certain  limitations  and  conditions,  to cover
asbestos-related  costs, and  approximately $45 million from
three carriers that have not yet agreed to make their  coverage  
available on  acceptable  terms.  A minimum of $10 million of the  
disputed  coverage  is  expected to be  available regardless of
the outcome of further  proceedings.  U.S. Gypsum is attempting
to resolve its disputes with the nonsettling  carriers  through
either a negotiated resolution or further litigation in the
Coverage Action.

     U.S. Gypsum's total  expenditures for all  asbestos-related  
matters,  including property damage,  personal  injury,  
insurance  coverage  litigation and related expenses,  exceeded  
aggregate  insurance  payments by $24 million in 1998,  but
insurance  payments exceeded  asbestos-related  expenses by $0.7
million in 1997 and $41 million in 1996, due primarily to
nonrecurring reimbursement for amounts expended in prior years.

     Four of U.S. Gypsum's domestic  insurance  carriers,  as
well as underwriters of portions of various policies issued by
Lloyds and other London market companies, providing a total of  
approximately  $106  million of coverage,  are  insolvent.
Because  these  policies  would  already  have been  consumed  by
U.S.  Gypsum's asbestos  expenses to date if the carriers had
been  solvent,  the  insolvencies will not adversely  affect U.S.  
Gypsum's  coverage for future  asbestos-related costs.  However,  
U.S.  Gypsum is  pursuing  claims for  reimbursement  from the
insolvent  estates  and  other  sources  and  expects  to  
recover  a  presently indeterminable portion of the policy
amounts from these sources.

     Estimated Cost - The asbestos  litigation  involves numerous  
uncertainties that affect U.S. Gypsum's ability to estimate
reliably its probable  liability in the Personal Injury and
Property  Damage Cases.  In the Property Damage Cases,  such
uncertainties  include  the  identification  and  volume of  
asbestos-containing products in the buildings at issue in each
case,  which is often  disputed;  the claimed damages associated  
therewith;  the viability of statute of limitations, product
identification and other defenses, which varies depending upon
the facts and  jurisdiction of each case; the amount for which
such cases can be resolved, which normally (but not uniformly)
has been substantially lower than the claimed damages;  and the  
viability  of claims for punitive and other forms of multiple
damages.  Uncertainties  in  the  Personal  Injury  Cases  
include  the  number, characteristics  and venue of Personal  
Injury Cases that are filed against U.S. Gypsum;  the Center's
ability to continue to negotiate  pretrial  settlements at
historical or acceptable levels; the level of physical  
impairment of claimants; the viability of claims for punitive  
damages;  any changes in membership in the Center;  and the
ability to develop an  alternate  claims-handling  vehicle that
retains the key benefits of Georgine. As a result, any estimate
of U.S. Gypsum's liability, while based upon the best information
currently available, may not be an accurate  prediction of actual
costs and is subject to revision as additional information
becomes available and developments occur.

     Subject to the above uncertainties, and based in part on
information provided by the Center,  U.S. Gypsum  estimates that
it is probable that Property Damage and Personal  Injury Cases
pending at March 31, 1999,  can be resolved for an amount
totaling between $327 million and $410 million, including defense
costs. Most of these  amounts are  expected  to be expended  over
the next three to five years, although  settlements  of some
Personal  Injury Cases will be  consummated  over periods as long
as seven years.  Significant  insurance funding is available for
these costs,  as detailed  below,  although  resolution  of the
pending cases is expected to consume U.S. Gypsum's remaining
insurance. At this time, U.S. Gypsum does not believe  that the
number and  severity of  asbestos-related  cases that ultimately
will be filed in the future can be predicted with sufficient
accuracy to provide the basis for a  reasonable  estimate of the  
liability  that will be associated with such cases.

     Accounting  for  Asbestos  Liability:  As of March 31,  
1999,  U.S.  Gypsum  had reserved $327 million for liability  
from pending  Property  Damage and Personal Injury Cases  
(equaling the lower end of the estimated  range of costs  
provided above).  U.S. Gypsum had a corresponding  receivable
from insurance  carriers of approximately $198 million, the
estimated portion of the reserved amount that is expected to be
paid or  reimbursed  by  insurance  that is either  committed  or
probable  of  recovery.  Additional  amounts  may  be  reimbursed  
by  insurance depending  upon the outcome of litigation and  
negotiations  relating to the $35 million of insurance that is
presently disputed.

     U.S.  Gypsum compares its estimates of liability to  then-
existing  reserves and available  insurance  assets  and from  
time to time  adjusts  its  reserves  as appropriate.  As of
March 31, 1999,  U.S.  Gypsum had an additional  $35 million
reserved for asbestos  liabilities and  asbestos-related  
expenses.  The Company historically has accrued $18 million
annually for asbestos costs. In view of the high level of
personal injury filings that followed the termination of
Georgine, U.S.  Gypsum  accrued an additional $8 million in the
fourth quarter of 1998 and the first  quarter of 1999.  The  
Company  expects  that an  increased  level of accrual will  
continue to be  necessary  during 1999 and  possibly  longer.  
The amount of future  periodic  accruals will depend upon factors
that include,  but may not be limited to, the rate at which new
asbestos-related  claims are filed, the potential  imposition of
medical criteria,  U.S. Gypsum's average settlement cost, and the
necessity of higher-cost settlements in particular jurisdictions.
If  Personal  Injury  Cases  continue  to be  filed  and  settled  
at the  rates experienced in the first three months of 1999, it
is probable that U.S. Gypsum's rate of accrual will be increased.  
In addition,  the Company will  continue to evaluate  whether its
ultimate  probable  liability for future  Personal  Injury Cases  
can be  reasonably  estimated.  If such an  estimate  can be
made,  it is probable that  additional  charges to results of
operations  would be necessary, although  whether such an
estimate can be made and, if so, the timing and amount of the
resulting charge to results of operations cannot presently be
determined.  However,  the amount of the periodic and other
charges  described above could be material to results of
operations in the period in which they are taken.

VALENCE TECHNOLOGY: Ninth Circuit Revives 1994 Shareholder Suit
Valence Technology, Inc. was sued in May 1994 in a class action
lawsuit by a class of persons who purchased its common stock
between May 7, 1992 and August 10, 1994.  The complaint alleged
violations of the federal securities laws against Valence and
certain others, claiming that Valence issued a series of false
and misleading statements, including in filings with the
Securities and Exchange Commission, with regard to business and
future prospects. The United States District Court for the
Northern District of California granted summary judgment in favor
of Valence in November 1997 on the grounds that the statute of
limitations had expired.  The plaintiffs appealed the ruling to
the United States Court of Appeals for the Ninth Circuit.

On April 29, 1999, the United States Court of Appeals for the
Ninth Circuit reversed the District Court's decision with respect
to the grant of summary judgment in favor of Valence and remanded
the case back to the District Court.  

Although Valence continues to believe that it has meritorious
defenses in this lawsuit, Valence cautions that, if the
litigation is resolved unfavorably to Valence it could have a
material adverse effect on its financial condition and results of

WINSLOEW FURNITURE: D&O Insurer Okays Employment of Defense Team
Winsloew Furniture, Inc., and the members of its board of
directors have been named as defendants in a lawsuit filed on
March 25, 1999 in the Circuit Court of Jefferson County, Alabama,
styled Craig Smith v. WinsLoew Furniture, Inc. et al.  The
plaintiff has not yet effected service of process on certain
directors in this action.  The lawsuit purports to be a class
action and was filed in connection with the transaction
contemplated by the Agreement and Plan of Merger, dated as of
March 5, 1999, between Winsloew and Trivest Furniture Corporation
(an affiliate of Earl W. Powell, the Chairman of the Registrant's
board of directors), which agreement provides for the acquisition
of Winsloew by Trivest Furniture Corporation for a price
of $30 per share, net to Winsloew's shareholders. in cash.

As previously reported, Winsloew and Trivest Furniture
Corporation entered into an Amended and Restated Agreement and
Plan of Merger, dated as of March 30, 1999, providing
(among other things) for an increase in the purchase price
payable to Winsloew shareholders from $30 per share to $33.00 per
share, net to Winsloew's shareholders in cash. The complaint
filed in the foregoing lawsuit has not been amended to reflect
this fact.

The principal substantive allegations set forth in the complaint
are (i) that the individual defendants breached fiduciary duties
of care and loyalty owed by them as directors to the shareholder
plaintiffs, (ii) that Mr. Powell and Winsloew's "management
group" have breached fiduciary duties owed by them as controlling
shareholders to other shareholders, (iii) that Winsloew's
announcement of the initial $30 per share bid by Trivest
Furniture Corporation fails to disclose improving growth
prospects for Winsloew, (iv) that by virtue of the equity
holdings of Winsloew's "management group" and their "overwhelming
control" of Winsloew's board of directors, third parties are
practically precluded from making competing bids for the
Registrant and (v) that the initial per share merger
consideration of $30 per share is unconscionable, unfair and
grossly inadequate and the terms of the Merger constitute an
unfair and illegal business practice upon minority shareholders.

The relief sought by the plaintiff is (i) that the court declare
the lawsuit to be a class action and certify the plaintiff as
class representative and his counsel as class counsel, (ii) that
the Merger be enjoined or, if not enjoined, that the plaintiffs
be granted rescission and rescissionary damages, (iii) that the
plaintiff and the alleged class be awarded damages, (iv) that the
plaintiff be awarded costs and disbursements of bringing the
lawsuit, together with fees and expenses of the plaintiff's
counsel and experts and (v) that the plaintiff and the alleged
class be granted such other relief as the court shall deem just
and proper.

Winsloew has forwarded a claim with respect to this matter to its
directors and officers insurance carrier and, with the approval
of such carrier, has retained legal counsel to represent Winsloew
and the members of its board of directors. Winsloew believes that
the claims set forth in the lawsuit are without merit and it
intends to vigorously defend this lawsuit.


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

Class Action Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Princeton, NJ, and Beard
Group, Inc., Washington, DC. Peter A. Chapman, Editor.

Copyright 1999. All rights reserved. ISSN XXXX-XXXX.

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contained herein is obtained from sources believed to be
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