T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 10, 2008, Vol. 12, No. 85

                             Headlines

ABITIBIBOWATER INC: S&P Removes Unit's 'B-' Rating From Neg. Watch
ACE SECURITIES: Fitch Acts on Ratings on Five Pass-through Certs.
ACE SECURITIES: Higher Delinquencies Cues Moody's 315 Rating Cuts
ADELPHIA COMMS: Court Okays Pact Resolving NBC Rejection Claims
ADVANCED CELL: Says It Erred in Stating Auditor Agreed on Findings

ADVANCED MICRO: Weak Quarter Results Spurs Moody's Rating Reviews
ADVANCED MICRO: Low Revenues Cues S&P's Negative Watch on B Rating
ALIVE TECH: Case Summary & 19 Largest Unsecured Creditors
ALPHATRADE.COM: Chisholm Bierwolf Raises Substantial Doubt
AMERICAN HOME: Servicing Business Buyer Moves to Close Sale

AMERICAN HOME: Moody's Downgrades Ratings on 29 Certificates
AMERICAN TONERSERV: Perry-Smith Raises Substantial Doubt
AMERIGROUP CORP: S&P Lifts Rating on Senior Bank Facility to 'BB+'
AMERIQUEST MORTGAGE: S&P Junks Rating on Class M-5 Certs. From 'B'
AMR CORP: Cancels More than 1,000 Flights; Resumes Aircraft Check

ANF DEER CREEK: Court Converts Bankr. Case to Ch. 7 Liquidation
ARCA FUNDING: Moody's Junks Rating on $99.5 Mil. Notes From 'Ba1'
ARLO VII: Three Classes of Notes Acquire Moody's Rating Reviews
ARLO VI: Moody's Junks Ratings on Two Notes; Reviews Eight Ratings
ASARCO LLC: Wants Environmental Claims from PRPs Disallowed

ASARCO LLC: Wants Court to Approve St. Paul Insurance Settlement
ASPEN FUNDING: Moody's Reviews Three Note Ratings For Likely Cuts
AZALEA 2007-1C: Moody's Cuts Rating to 'Ca' on Poor Credit Quality
BANC OF AMERICA: Moody's Lowers 66 Tranches' Ratings From 16 Deals
BEAR STEARNS: Fund Liquidators Commences $1 Billion Lawsuit

BEAR STEARNS: Fitch Holds Low-B Ratings on Three Classes of Certs.
BEAR STEARNS: Half of Employees To Be Laid Off, Report Says
BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Classes of Certs.
BERRY PETROLEUM: Moody's Reviews 'B1' Ratings For Possible Upgrade
BORDERS GROUP: Obtains $42.5M Loan to Address Liquidity Issues

BROADRIDGE FINANCIAL: Risk Appetite Cues S&P's Rating Cut to 'BB'
BUCHANAN 2006: Moody's Reviews Ratings on Four Classes of Notes
BUILDING MATERIALS: Moody's Junks Probability of Default Rating
BURNHAM HARBOR: Moody's Cuts Ratings on $29 Mil. Notes to 'Ba1'
CALPINE CONSTRUCTION: S&P Lifts Corporate Rating to 'B' From CCC-

CALPINE CORP: Court Approves Consolidation of Debt Obligations
CANAAN MISSIONARY: Case Summary & 18 Largest Unsecured Creditors
CAPITAL ONE: Cuts 40% Workforce in UK Division, Plans to Outsource
CBA COMMERCIAL: Moody's Retains 'Ba1' Rating on Class M-6 Certs.
CBO HOLDINGS: S&P Withdraws Ratings on Four Classes on Redemption

CCS INC: Moody's Puts 'Caa1' Ratings on Proposed $312 Mil. Notes
CCS INC: S&P Puts S&P Puts 'B-' Rating on Proposed $312 Mil. Notes
CFM US: Case Summary & 30 Largest Unsecured Creditors
CHARMING SHOPPES: Panel Urges Shareholders to Elect 3 Nominees
CHESAPEAKE CORP: Moody's Downgrades Ratings to 'B2' From 'B1'

CITIGROUP COMMERCIAL: S&P Puts Low-B Initial Ratings on Six Certs.
CLARIENT INC: KPMG Raises Substantial Doubt
COOKSON 2007: Poor Credit Quality Cues Moody's Rating Downgrades
CREDIT DEFAULT CN100988: Moody's Junks Rating on $20 Mil. Notes
CREDIT DEFAULT CN10098: Moody's Cuts Rating to 'Ca' on $10MM Notes

DANKA BUSINESS: Selling DOIC Unit to Konica for $240 Million
DELTA AIR: Revives NWA Merger Talks, Sweetens Offer to Pilots
DENNY'S CORP: Henry Nasella to Resign from Board Effective May 21
DIABLO GRANDE: U.S. Trustee Appoints Three-Member Creditors Panel
DIAMOND GLASS: Taps The Garden City Group as Claims Agent

DIVERSIFIED ASSET: Moody's Junks Rating on Class A-3L From 'B1'
EDUCATION RESOURCES: Wants Schedules Filing Extended to June 23
ENCYSIVE PHARMA: Pfizer Commences Tender Offer of Company Shares
ENCYSIVE PHARMA: 7 Board Members Resign Amid Pfizer Merger Talks
ENRON CORP: $11MM to Be Restored in Former Workers' Savings Plan

ENTRAVISION COMMS: S&P Changes Outlook to Stable; Holds B+ Rating
FIRST FRANKLIN: Worse Performance Cues Moody's Rating Downgrades
FIRST UNION: Moody's Junks Rating on Class M From 'B2' on Losses
FORBES MEDI-TECH: Losses & Deficit Prompt Going Concern Doubt
GREEKTOWN HOLDINGS: Moody's Junks Ratings on Covenant Violations

GSAMP MORTGAGE: Fitch Cuts Ratings on Certs. Totaling $284.9 Mil.
GTM HOLDINGS: Tight Covenant Cues S&P's Negative Watch on B Rating
GUNDLE/SLT ENVIRONMENTAL: Moody's Maintains 'B2' Debt Ratings
HANOVER CAPITAL: Grant Thornton Raises Substantial Doubt
HAWAIIAN TELCOM: System Problems Cues Moody's Rating Cut to 'B3'

HEXION SPECIALTY: Extends Merger Pact Termination Date to July 4
HOME EQUITY: S&P Chips Rating on FGIC Insured Class A-II to 'BB'
HUDSON MEZZANINE 2006-1: Moody's Downgrades Ratings on Six Classes
HUDSON MEZZANINE 2006-2: Moody's Junks Ratings on Two Note Classes
HUMAN TOUCH: Weak Operating Performance Prompts S&P's Rating Cuts

INDEPENDENCE CDO: Weak Credit Quality Cues Moody's Rating Reviews
INDEPENDENCE I: Moody's Junks Rating on $50 Mil. Notes From 'B3'
INGLES INC: Moody's Raises Ratings to 'Ba3' on Improved Metrics
JEFFERSON COUNTY: Moody's Cuts Ratings on Revenue Bonds to 'Ba2'
JMAR TECHNOLOGIES: Singer Lewak Raises Substantial Doubt

JOANNE'S BED: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Fin'l Advisor Hiring Cues S&P's Negative Watch
JP MORGAN: Fitch Takes Various Rating Actions on Certificates
KC TRANSPORT: Case Summary & 35 Largest Unsecured Creditors
KINETIC CONCEPTS: Moody's Keeps Ba2 Rating on $1.7BB LifeCell Deal

KINETIC CONCEPTS: S&P Holds 'BB' Rating on $1.7 Bil. LifeCell Deal
LANDRY'S RESTAURANTS: S&P Holds Negative Watch on Lower Offering
LEINER HEALTH: Files Schedules of Assets and Liabilities
LEINER HEALTH: S&P Withdraws 'D' Ratings and '3' Recovery Rating
LONG BEACH: Fitch Takes Various Rating Actions on Mortgage Certs.

LONG BEACH: Moody's Slashes Rating on 238 Tranches From 22 Deals
LUCHT'S CONRETE: Gets Initial Court Nod to Obtain DIP Financing
MARKWEST ENERGY: Moody's Attaches 'B2' Rating on $250 Mil. Notes
MARKWEST ENERGY: Weak Risk Profile Spurs S&P to Keep 'B+' Rating
MEDIA GENERAL: Management Failing Shareholders, Harbinger Asserts

MEDIA GENERAL: CEO Reacts to Harbinger's Move to Replace Board
MEDIA GENERAL: Plans to Cut Debts Through Proceeds of Asset Sale
MEDICOR LTD: Wants Court to Stretch Loan Maturity Until May 31
MERRILL LYNCH: Moody's Cuts Ratings on 218 Tranches on Delinquency
META HEALTH: Sells Theramed In Exchange for Mutual Releases

METRO ONE: Posts Letter on Exit from Directory Assistance Business
MID OCEAN: Eroding Credit Quality Cues Moody's Two Junk Ratings
MOBILE MINI: HSR Waiting Period Expires, Continuing Merger Plans
MORGAN STANLEY: Fitch Downgrades Rating on Certs. Totaling $1.5BB
MORGAN STANLEY: Moody's Lifts Rating on $22.146 Mil. Certs. to B3

MOVIE GALLERY: 90% of Creditor Ballots Favor Chapter 11 Plan
MOVIE GALLERY: To Close Approximately 160 Stores
MOVIE GALLERY: Files Supplements to Second Amended Chapter 11 Plan
MOVIE GALLERY: Court Confirms 2nd Amended Chapter 11 Plan
NATIONSLINK FUNDING: Moody's Lifts Rating on $30.5MM Certs. to B1

NORTHWEST AIRLINES: Revives Merger Talks With Delta Air Lines
NORTHWEST AIRLINES: Inks Pact to Settle Pilots' $921MM Claim
NUANCE COMMUNICATIONS: Inks Pact Buying eScription for $363 Mil.
OPTION ONE: Fitch Lowers Ratings on Certs. Amounting to $725 Mil.
PATHEON INC: Weak Business Profile Cues S&P to Retain 'B+' Rating

PEACE ARCH: Posts CN$1.1 Million Net Loss in Qtr. Ended Nov. 30
PEOPLE'S CHOICE: Fitch Takes Rating Actions on Three Certificates
PHELPS DODGE: S&P Lifts Rating From BB+ on Adequate Debt Reduction
PLASTECH ENGINEERED: Faurecia Wants Stay Lifted to Remove Tooling
PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling

PLASTECH ENGINEERED: Reko Cries Foul on GM Forfeiting Tooling
POLYONE CORP: Intends to Offer its $50 Mil. Senior Notes Due 2012
POLYONE CORP: Moody's Attaches 'B1' Rating on Proposed $50MM Notes
PONTIAC BUILDING: Moody's Cuts Rating to Ba3; Gives Stable Outlook
PRC LLC: Wants Lease Decision Period Extended to August 20

PRC LLC: Wants Action Removal Period Extended to July 21
PRC LLC: Wants Site Consolidation Incentive Plan Approved
PROSPECT MEDICAL: S&P Retains Negative CreditWatch on 'B-' Rating
QUALITY HOME: Soft Performance Cues Moody's Rating Cuts to 'B3'
QUALITY HOME: Soft Performance Cues S&P's Neg. Watch on 'B' Rating

QUEBECOR MEDIA: S&P Puts BB- Rating on Arm's Proposed $350MM Notes
QUICKSILVER RESOURCES: S&P Gives Positive Outlook; Retains Rating
QWEST COMMS: CFO John Richardson Resigns, Successor Search Begins
RAMP TRUSTS: Moody's Lowers Ratings on 156 Tranches From 20 Deals
RASC TRUSTS: Moody's Cuts Ratings of Tranches From 33 RMBS Deals

RENAISSANCE MORTGAGE: Fitch Downgrades $36.8MM Certificates
RICHFX INC: Obtains Court Approval on Asset Sale Procedures
RIVERSIDE PARK: S&P Attaches 'BB' Initial Rating on Class D Notes
SAINT VINCENT: Court Expunges Cargill and Fair Harbor Claims
SANCON RESOURCES: Kabani & Company Raises Substantial Doubt

SASCO 2003-BC2: $168,460 Losses Cues S&P's 'D' Rating on Class B1
SCOTTISH RE: Inks LOI to Recapture Business Ceded to Ballantyne Re
SCOTTISH RE: Explores Sale of North America Life Reinsurance Biz
SCRANTON-LACKAWANNA HEALTH: S&P Gives Negative Outlook on Bonds
SEA CONTAINER: Gets Court's Nod to Enter Charter Termination Pacts

SEA CONTAINERS: Contrarian, et al. Wants March 5 Subpoenas Quashed
SECURITY CAPITAL: Fitch Take Rating Actions on XLCA Insured Bonds
SIRVA INC: Files Supplements to Chapter 11 Plan
SOLSTICE ABS: Two Classes of 2038 Notes Get Moody's Junk Ratings
SOMERSET INT'L: WithumSmith+Brown Raises Substantial Doubt

SPECIALTY UNDERWRITING: S&P Downgrades Ratings on 26 Cert. Classes
SS&C TECHNOLOGIES: S&P Upgrades Rating to 'B+' on Improved Metrics
SUNCOM WIRELESS: Moody's Raises Rating to 'B2' on T-Mobile Merger
TABS 2005-4: Three Classes of 2045 Notes Get Moody's Junk Ratings
TAPESTRY PHARMA: Form 10K Filing Delay Cues Nasdaq Delisting

TEEVEE TOONS: Creditors Panel Taps Sonnenschein Nath as Counsel
TOURO COLLEGE: Moody's Withdraws 'Ba1' Ratings on 1999A Bonds
TROPICANA ENT: Moody's Slashes Probability of Default Rating to Ca
VERTIS INC: Will Forgo Interest Payment on Second Lien Notes
VERTIS INC: S&P Rating on 9.75% Senior Notes Tumbles to 'D' From C

VICORP RESTAURANTS: Sec. 341(a) Creditors Meeting Set for May 2
VICORP RESTAURANTS: Obtains Limited Access to Cash Collateral
VIDEOTRON LTEE: Moody's Puts 'Ba2' Rating on $350 Mil. Sr. Notes
WASHINGTON MUTUAL: Moody's Gives Stable Outlook on $1.5BB Equity
WELLMAN INC: Court Approves Edwards Angell as Conflicts Counsel

WELLMAN INC: Wants Conway Del Genio as Restructuring Advisor
WINDSWEPT ENVIRONMENTAL: Monthly Payments on Laurus Note Deferred
WJ LANG: Court Dismisses Case Over "Accidental" Filing by Counsel
WORNICK COMPANY: Section 341(a) Meeting Scheduled on April 17
WORNICK CO: Can Hire Kroll Zolfo as Special Financial Advisors

WR GRACE: Will Keep Medical Program to Support Asbestos Victims
W.R. GRACE: Wants Court's Approval to Appoint Welsh as Mediator

* Fitch Says Commodity Prices Are Not Immune To Global Slowdown
* Moody's Conducts Review on Subprime RMBS Transactions
* Global Default Rate Continues To Rise, Moody's Reports
* Moody's Issues Methodology For Rating Public Power Bonds
* S&P Downgrades 33 Classes' Ratings To 'D'  From Four CDO Deals

* S&P Downgrades 21 Tranches' Ratings From Six Cash Flows and CDOs
* S&P Downgrades Ratings on 161 Classes From 38 RMBS Transactions

* Christopher Graham Joins McKenna Long in New York Office
* Houlihan Smith Forms Scheme on Valuing Auction Rate Securities

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ABITIBIBOWATER INC: S&P Removes Unit's 'B-' Rating From Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed Abitibi-Consolidated
Inc., a subsidiary of AbitibiBowater Inc. (B-/Negative/--), from
CreditWatch with negative implications, where it was placed March
10.  The ratings, including the 'B-' long-term corporate credit
ratings, on Abitibi-Consolidated, parent AbitibiBowater, and
sister company Bowater Inc. (B-/Negative/--), are unchanged.  The
outlook on all three companies is negative.
     
"We removed the ratings from CreditWatch because Abitibi-
Consolidated was successful in refinancing upcoming debt
maturities, alleviating significant near-term liquidity pressure,"
said Standard & Poor's credit analyst Jatinder Mall.  The
refinancing means that Abitibi-Consolidated has only a small
($12 million) debt maturity in 2008.  "Initially the ratings on
Abitibi-Consolidated and Bowater were independent, however, the
ratings are becoming more linked as the parent begins to take on
debt to provide funds for, and guarantee, subsidiary obligations,"
Mr. Mall added.
     
The ratings on Montreal-based parent AbitibiBowater reflect the
company's participation in the declining newsprint market, its
highly leveraged capital structure, and weak cash flow generation.   
These risks are partially offset by its leading market position in
the newsprint market and expectations that synergies and high-cost
mill closures could lead to improved profitability.  
AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has 27 pulp and paper, and 35 wood product
facilities in Canada, the U.S., South Korea, and the U.K.   
AbitibiBowater's vulnerable business risk profile stems from the
continuing decline in the North American newsprint market, which
accounts for about half of its total revenues.
     
On a stand-alone basis, Abitibi-Consolidated is more exposed to
the newsprint and wood product business.  Bowater, on the other
hand, is better diversified because it benefits from a robust pulp
and coated paper business and has very small exposure to the
lumber segment, although it is still largely exposed to declining
newsprint.
     
The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects weak market conditions for the newsprint and
lumber business segments, and the significant challenges the
companies face in rationalizing production capacity to meet
deteriorating demand.  S&P could lower the ratings on all three if
newsprint and lumber prices and demand decline severely and the
merged company cannot realize synergies and reduce debt as stated.   
An upgrade, although unlikely in the near term, would require
meaningful deleveraging of the company's balance sheet.


ACE SECURITIES: Fitch Acts on Ratings on Five Pass-through Certs.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on five ACE
Securities Corp Home Equity Loan Trust mortgage pass-through
certificates.  Affirmations total $774.7 million and downgrades
total $413.0 million.  Additionally, $21.3 million was placed on
Rating Watch Negative and $37.5 million was removed from Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions:

Ace 2005-RM2 TOTAL

  -- $8.3 million class A-1A affirmed at 'AAA',
     (BL: 99.19, LCR: 4.94);

  -- $2.1 million class A-1B affirmed at 'AAA',
     (BL: 99.00, LCR: 4.93);

  -- $21.0 million class M1 affirmed at 'AA+',
     (BL: 90.15, LCR: 4.49);

  -- $18.7 million class M2 affirmed at 'AA+',
     (BL: 76.99, LCR: 3.83);

  -- $11.0 million class M3 affirmed at 'AA',
     (BL: 68.68, LCR: 3.42);

  -- $10.2 million class M4 affirmed at 'AA-',
     (BL: 60.78, LCR: 3.03);

  -- $9.6 million class M5 affirmed at 'A+',
     (BL: 53.32, LCR: 2.65);

  -- $9.3 million class M6 affirmed at 'A', (BL: 40.18, LCR: 2);

  -- $7.6 million class M7 affirmed at 'A-',
     (BL: 37.91, LCR: 1.89);

  -- $5.9 million class M8 downgraded to 'BBB' from 'A-'
     (BL: 33.96, LCR: 1.69);

  -- $5.4 million class M9 downgraded to 'BB' from 'BBB+'
     (BL: 29.71, LCR: 1.48);

  -- $5.1 million class M10 downgraded to 'BB' from 'BBB'
     (BL: 25.12, LCR: 1.25);

  -- $5.7 million class M11 downgraded to 'B' from 'BBB-', removed
     from Rating Watch Negative  (BL: 20.38, LCR: 1.01);

  -- $8.8 million class B1 downgraded to 'CC/DR6' from 'BB',
     removed from Rating Watch Negative  (BL: 13.31, LCR: 0.66).

Deal Summary

  -- Originators: ResMae (100%);

  -- 60+ day Delinquency: 38.87% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 2.03% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 20.08%;

  -- Cumulative Expected Losses (% of Original Balance): 6.85%;

Ace 2005-SN1

  -- $22.7 million class A-1 affirmed at 'AAA',
     (BL: 63.68, LCR: 13);

  -- $58.7 million class A-2 affirmed at 'AAA',
     (BL: 16.80, LCR: 3.43);

  -- $4.5 million class M-1 affirmed at 'AA',
     (BL: 11.67, LCR: 2.38);

  -- $2.5 million class M-2 affirmed at 'A',
     (BL: 8.83, LCR: 1.8);

  -- $1.2 million class M-3 downgraded to 'BBB' from 'BBB+'
     (BL: 7.41, LCR: 1.51);

  -- $1.2 million class M-4 downgraded to 'BB' from 'BBB'
     (BL: 6.22, LCR: 1.27).

Deal Summary

  -- Originators: Washington Mutual (56%), National City, (33%),
     GE Mortgage (11%);

  -- 60+ day Delinquency: 7.32% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.07% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 4.90%;

  -- Cumulative Expected Losses (% of Original Balance): 3.78%;

Ace 2005-HE2 TOTAL

  -- $59.8 million class M-1 affirmed at 'AA+',
     (BL: 90.99, LCR: 2.78);

  -- $39.0 million class M-2 affirmed at 'AA',
     (BL: 76.45, LCR: 2.34);

  -- $23.8 million class M-3 affirmed at 'AA-',
     (BL: 66.97, LCR: 2.05);

  -- $21.3 million class M-4 rated 'A+', placed on Rating Watch
     Negative (BL: 55.90, LCR: 1.71);

  -- $20.7 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 49.51, LCR: 1.51);

  -- $18.3 million class M-6 downgraded to 'BB' from 'A'
     (BL: 42.29, LCR: 1.29);

  -- $15.2 million class M-7 downgraded to 'B' from 'A-'
     (BL: 35.88, LCR: 1.1);

  -- $15.2 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 29.41, LCR: 0.9);

  -- $12.2 million class M-9 downgraded to 'CC/DR5' from 'BBB',
     removed from Rating Watch Negative (BL: 23.89, LCR: 0.73);

  -- $12.2 million class M-10 downgraded to 'CC/DR5' from 'BBB-',
     removed from Rating Watch Negative (BL: 18.18, LCR: 0.56);

  -- $16.5 million class B-1 revised to 'C/DR6' from 'C/DR3'
     (BL: 11.14, LCR: 0.34);

  -- $7.3 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 8.83, LCR: 0.27).

Deal Summary

  -- Originators: Fremont (83%);

  -- 60+ day Delinquency: 49.74% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.49% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 32.71%;

  -- Cumulative Expected Losses (% of Original Balance): 8.55%;

Ace 2005-HE3 TOTAL

  -- $43.7 million class A-1A affirmed at 'AAA',
     (BL: 88.11, LCR: 2.69);

  -- $10.9 million class A-1B affirmed at 'AAA',
     (BL: 85.02, LCR: 2.6);

  -- $34.8 million class A-2C affirmed at 'AAA',
     (BL: 87.28, LCR: 2.67);

  -- $58.4 million class M-1 affirmed at 'AA+',
     (BL: 67.18, LCR: 2.05);

  -- $35.5 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 55.68, LCR: 1.7);

  -- $22.4 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 47.34, LCR: 1.45);

  -- $19.6 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 41.45, LCR: 1.27);

  -- $18.5 million class M-5 downgraded to 'B' from 'A'
     (BL: 35.50, LCR: 1.08);

  -- $18.0 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 29.47, LCR: 0.9);

  -- $14.2 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 24.50, LCR: 0.75);

  -- $13.1 million class M-8 downgraded to 'CC/DR6' from 'BBB-',
     removed from Rating Watch Negative (BL: 19.96, LCR: 0.61);

  -- $10.9 million class M-9 downgraded to 'C/DR6' from 'BB-'
     (BL: 15.94, LCR: 0.49);

  -- $6.5 million class B-1 downgraded to 'C/DR6' from 'B'
     (BL: 13.33, LCR: 0.41);

  -- $10.9 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.50, LCR: 0.32).

Deal Summary

  -- Originators: Finance America (44%), OwnIt (21%), New Century
     (17%);

  -- 60+ day Delinquency: 46.47% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 2.20% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 32.75%;

  -- Cumulative Expected Losses (% of Original Balance): 11.79%;

Ace 2005-HE4 TOTAL

  -- $48.0 million class A-1A affirmed at 'AAA',
     (BL: 90.08, LCR: 3.37);

  -- $22.1 million class A-1B affirmed at 'AAA',
     (BL: 82.04, LCR: 3.07);

  -- $57.9 million class A-2C affirmed at 'AAA',
     (BL: 80.97, LCR: 3.03);

  -- $52.6 million class M-1 affirmed at 'AA+',
     (BL: 69.24, LCR: 2.59);

  -- $45.3 million class M-2 affirmed at 'AA+',
     (BL: 58.77, LCR: 2.2);

  -- $26.3 million class M-3 affirmed at 'AA',
     (BL: 51.64, LCR: 1.93);

  -- $24.8 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 46.33, LCR: 1.74);

  -- $22.6 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 41.22, LCR: 1.54);

  -- $20.4 million class M-6 downgraded to 'BB' from 'BBB+'
     (BL: 36.30, LCR: 1.36);

  -- $19.0 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 31.56, LCR: 1.18);

  -- $17.5 million class M-8 downgraded to 'B' from 'BB+'
     (BL: 27.16, LCR: 1.02);

  -- $12.4 million class M-9 downgraded to 'CCC' from 'BB-'
     (BL: 23.87, LCR: 0.89);

  -- $10.2 million class M-10 downgraded to 'CCC' from 'B+'
     (BL: 21.12, LCR: 0.79);

  -- $13.9 million class B-1 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 17.60, LCR: 0.66);

  -- $17.5 million class B-2 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 13.35, LCR: 0.5).

Deal Summary

  -- Originators: New Century (64%);

  -- 60+ day Delinquency: 35.14% (AOD Feb. 25, 2008);

  -- Realized Losses to date (% of Original Balance): 1.32% (AOD
     Feb. 25, 2008);

  -- Expected Remaining Losses (% of Current balance): 26.70%;

  -- Cumulative Expected Losses (% of Original Balance): 9.28%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions. The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


ACE SECURITIES: Higher Delinquencies Cues Moody's 315 Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 315
tranches from 31 subprime RMBS transactions issued by ACE
Securities Corp. Home Equity Loan Trust.  67 downgraded tranches
remain on review for possible further downgrade.  The collateral
backing these transactions consists primarily of first-lien, fixed
and adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

ACE Securities Corp. HEL Tr 2007-HE4

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2A, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa3 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from Baa2

  -- Cl. M-5, Downgraded to Caa3 from Ba2

  -- Cl. M-6, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-AG1

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Baa3

  -- Cl. B-4, Downgraded to Ca from Ba1

  -- Cl. B-5, Downgraded to C from Ba2

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE5

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba2

  -- Cl. M-10, Downgraded to Ca from B1

  -- Cl. B-1, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE6

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B3 from A3

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba2

  -- Cl. M-10, Downgraded to Ca from B1

  -- Cl. M-11, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE7

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B3 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa2 from Baa1

  -- Cl. M-8, Downgraded to Caa3 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba1

  -- Cl. M-10, Downgraded to Ca from Ba3

  -- Cl. M-11, Downgraded to Ca from B2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to B1 from A3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP2

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A3

  -- Cl. M-6, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B1

  -- Cl. M-9, Downgraded to Caa2 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B2

  -- Cl. M-9, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

  -- Cl. M-6, Downgraded to Caa2 from B2

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to Ca from Caa2

  -- Cl. M-10, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5

  -- Cl. A-1A, Downgraded to A2 from Aaa

  -- Cl. A-1B, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to A2 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Baa3

  -- Cl. M-7, Downgraded to Caa3 from Ba3

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to C from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6

  -- Cl. A-1A, Downgraded to A1 from Aaa

  -- Cl. A-1B, Downgraded to A1 from Aaa

  -- Cl. A-2B, Downgraded to A1 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba2

  -- Cl. M-6, Downgraded to Caa2 from B1

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to Ca from Caa2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-CW1

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM1

  -- Cl. A-1, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from B1

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from Caa1

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-FM2

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-2A, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to Ba1 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from B3

  -- Cl. M-5, Downgraded to Caa3 from B3

  -- Cl. M-6, Downgraded to Ca from Caa2

  -- Cl. M-7, Downgraded to C from Ca

  -- Cl. M-8, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba3 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B1

  -- Cl. M-8, Downgraded to Ca from B3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4

  -- Cl. A-1, Downgraded to A2 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to Baa1 from Aaa

  -- Cl. A-2D, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from Caa3

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC1

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba1

  -- Cl. M-9, Downgraded to Caa2 from Ba2

  -- Cl. M-10, Downgraded to Caa3 from B2

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC2

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2B, Downgraded to Aa3 from Aaa

  -- Cl. A-2C, Downgraded to A1 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from B2

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-NC3

  -- Cl. A-1A, Downgraded to Baa3 from Aaa

  -- Cl. A-1B, Downgraded to Baa3 from Aaa

  -- Cl. A-2A, Downgraded to Baa3 from Aaa

  -- Cl. A-2B, Downgraded to Ba2 from Aaa

  -- Cl. A-2C, Downgraded to Ba2 from Aaa

  -- Cl. A-2D, Downgraded to Ba2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba3

  -- Cl. M-6, Downgraded to Caa2 from B3

  -- Cl. M-7, Downgraded to Caa3 from Caa2

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP1

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba1

  -- Cl. M-8, Downgraded to Caa2 from Ba3

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP2

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba2

  -- Cl. M-8, Downgraded to Caa2 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP1

  -- Cl. A-1, Downgraded to Baa1 from Aaa

  -- Cl. A-2A, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to Baa1 from Aaa

  -- Cl. A-2C, Downgraded to Baa3 from Aaa

  -- Cl. A-2D, Downgraded to Baa3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Ba1

  -- Cl. M-6, Downgraded to Caa3 from B1

  -- Cl. M-7, Downgraded to Ca from Caa3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2

  -- Cl. A-1, Downgraded to Aa1 from Aaa

  -- Cl. A-2A, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to Aa2 from Aaa

  -- Cl. A-2D, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B1

  -- Cl. M-9, Downgraded to Ca from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE1

  -- Cl. A-1, Downgraded to Baa1 from Aaa

  -- Cl. A-2A, Downgraded to A3 from Aaa

  -- Cl. A-2B, Downgraded to Baa2 from Aaa

  -- Cl. A-2C, Downgraded to Baa2 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3

  -- Cl. M-5, Downgraded to Caa2 from Ba3

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2

  -- Cl. A-1, Downgraded to A1 from Aaa

  -- Cl. A-2A, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. M-7, Downgraded to Caa3 from B2

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3

  -- Cl. A-1, Downgraded to Ba2 from Aaa

  -- Cl. A-2A, Downgraded to Ba1 from Aaa

  -- Cl. A-2B, Downgraded to B1 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to Caa3 from Aa1

  -- Cl. M-2, Downgraded to Ca from Aa2

  -- Cl. M-3, Downgraded to Ca from Aa3

  -- Cl. M-4, Downgraded to C from Ba3

  -- Cl. M-5, Downgraded to C from Caa2

  -- Cl. M-6, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE5

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba3

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Ca from Caa2

  -- Cl. M-9, Downgraded to C from Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1

  -- Cl. A-1, Downgraded to Ba1 from Aaa

  -- Cl. A-2A, Downgraded to Baa3 from Aaa

  -- Cl. A-2B, Downgraded to Ba3 from Aaa

  -- Cl. A-2C, Downgraded to Ba3 from Aaa

  -- Cl. A-2D, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Ba2

  -- Cl. M-5, Downgraded to Caa3 from B3

ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM2

  -- Cl. A-1, Downgraded to Ba2 from Aaa

  -- Cl. A-2A, Downgraded to Ba1 from Aaa

  -- Cl. A-2B, Downgraded to Ba3 from Aaa

  -- Cl. A-2C, Downgraded to B1 from Aaa

  -- Cl. A-2D, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from B2

  -- Cl. M-5, Downgraded to Caa3 from B3

  -- Cl. M-6, Downgraded to Ca from Caa3


ADELPHIA COMMS: Court Okays Pact Resolving NBC Rejection Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between the reorganized Adelphia
Communications Corp. and its debtor-affiliates, and certain NBC
entities that resolves NBC Rejection Claims.

As reported in the Troubled Company Reporter on March 14, 2008,
National Broadcasting Company, Bravo Company, CNBC, Inc., MSNBC
Cable, L.L.C., and Universal Television Networks filed Claim Nos.
19606, 19607, 19608, 19609, 19610,19611, 19612, and 19613 in
August 2006, against the ACOM Debtors, asserting about
$11,969,064 plus unliquidated amounts in contract rejection
damages.  Subsequently, the ACOM Debtors disputed the NBC
Rejection Claims.

The Reorganized ACOM Debtors and the NBC Affiliates decided to
settle their claims dispute.  In a stipulation with the NBC
Affiliates, the Reorganized ACOM Debtors agreed to:

   (a) withdraw their objection to the NBC Rejection Claims; and

   (b) grant CNBC a $7,150,000 Allowed ACC Other Unsecured Claim,
       as that term is defined in the ACOM Debtors' First
       Modified Fifth Amended Joint Plan of Reorganization,
       against ACOM.

In return, the NBC Affiliates agreed to withdraw the NBC Rejection
Claims.

Both parties further agreed to waive and release any and all
claims against each other related to the NBC Rejection Claims and
the Claims Objection.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 186; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED CELL: Says It Erred in Stating Auditor Agreed on Findings
------------------------------------------------------------------
Subsequent to the filing of the company's Form 8-K dated March 27,
2008, the company filed on April 7, 2008, an amendment on Form
8-K/A to correct an incorrect statement regarding the concurrence
of the company's auditor with its decision to amend and restate
its previously issued audited consolidated financial statements
and other financial information for the years ended Dec. 31, 2007,
and the unaudited consolidated financial statements for the
quarters ended Sept. 30, 2006, March 31, 2007, June 30, 2007, and
Sept. 30, 2007.

As reported in the Troubled Company Reporter on April 3, 2008, the
Company disclosed that its consolidated financial statements and
information contained in the company's Form 10-QSB filed with the
Securities and Exchange Commission on Nov. 20, 2006, for the
quarter and nine months ended Sept. 30, 2006, did not properly
account for the debentures and warrants issued in September, 2006.

The company's current auditor, Singer Lewak Greenbaum & Goldstein
LLP, has not yet reviewed the foregoing matters, and has indicated
that it will do so following review by the auditor of the company
who was engaged at the time the error occurred.  Following the
correction of the errors, the company will restate its
consolidated financial statements for the affected period and
amend all periodic reports filed for the relevant periods.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a      
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's unaudited consolidated balance
sheet showed $15.6 million in total assets and $42.1 million in
total liabilities, resulting in a $26.5 million total  
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


ADVANCED MICRO: Weak Quarter Results Spurs Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed Advanced Micro Devices' B1
corporate family and probability of default ratings, along with
its B2 senior unsecured rating, under review for possible
downgrade following the company's announcement that first quarter
2008 results will be weaker than anticipated.

AMD announced that first quarter revenue will be down 15%
sequentially to approximately $1.5 billion as compared to earlier
guidance of a seasonal decline of 7%.  The company also announced
that it expects to take a charge in the second quarter related to
plans to reduce its work force by 10% but that it is unable to
quantify the amount of the charge at this time.  Given the high
fixed cost nature of the microprocessor business in addition to
its currently weaker offerings in the high end server market,
Moody's expects that a significant portion of the revenue
shortfall will fall to the bottom line, resulting in a larger net
loss than earlier anticipated.

The rating action reflects the ongoing challenges AMD faces in
terms of generating sustained profits and cash flow in the face of
continued strong competition from Intel throughout its
microprocessor offerings, delayed product introductions, and the
softer macro environment.

In previous reports, Moody's noted that, "AMD's ratings could come
under downward pressure to the extent that product launches are
delayed, if it experiences operating losses in the second half of
2007, or if cash levels fall below $1.2 billion.  Alternatively, a
stabilization of its ratings outlook could emerge if AMD is able
to make steady progress towards sustainable free cash flow from
operations, which would enhance financial flexibility that is
critical in the capital intensive and volatile microprocessor
segment."

AMD ended fiscal 2007 with about $1.9 billion of cash and
equivalents.  Available cash is above the minimum $1.2 billion
level that Moody's has previously outlined would be a trigger to
downwards rating pressure, owing largely to the $608 million
equity contribution from the Mubadala Development Company in the
fourth quarter of 2007.  However, the company's announcement
raises the likelihood that a return to profitability will be
delayed and that the company will continue to consume cash on an
operational basis.

The review will focus on:

(1) the prospects for a sustained recovery to material levels of
    profitability and cash flow generation sufficient to
    internally fund product development and necessary technology
    transitions and capacity expansion,

(2) management's plans to buttress its liquidity position, and

(3) the prospects that the company's pending "asset smart"
    strategy could yield a material change in its operational,
    debt, and liquidity profile.

Rating placed under review include:

  -- Corporate family rating B1;

  -- Probability-of-default rating B1;

  -- $390 million senior unsecured notes due August 2012 at B2
     (LGD5, 73%).

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


ADVANCED MICRO: Low Revenues Cues S&P's Negative Watch on B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior unsecured ratings on Sunnyvale, California-based
Advanced Micro Devices Inc. on CreditWatch with negative
implications.
     
The action follows AMD's announcement that first-quarter revenues
will be lower than previously expected as a result of weakening
business conditions and continued technical challenges.  The
company now expects a decline in March quarter revenues that
exceeds normal seasonality for the quarter, to $1.5 billion,
raising concerns about negative free cash flows and prospects for
improvement.  Cash balances of $1.9 billion as of Dec. 31, 2007,
are adequate for the near term, although the company appears to
have only limited additional sources of liquidity as it addresses
overall operational problems.
     
Following competitor Intel Corp.'s (A+/Stable/A-1+) product line
refresh in mid-2006, AMD's earlier technology lead and
profitability dwindled, while the largely debt-funded acquisition
of ATI Technologies Inc. reduced AMD's financial flexibility to
deal with marketplace challenges.  After generating good operating
profitability in late 2005 and early 2006, EBITDA weakened sharply
and recovered only moderately in the December quarter.  Free cash
flow remained at negative $200 million, despite less capital
spending, in the September and December 2007 quarters.  The
company has been implementing a strategy to reduce its negative
free cash flows through a combination of operating cost reductions
and continued lower capital expenditures, but progress has been
slow and anticipated improvement may be delayed.
     
"We will meet with management to discuss its revised restructuring
plan to reduce costs, its progress on new product introduction,
and the impact on liquidity and cash flow to resolve the
CreditWatch," said Standard & Poor's credit analyst Bruce Hyman.


ALIVE TECH: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ALIVE Tech Inc.
        600 Peachtree Parkway
        Suite 112
        Cumming, GA 30041

Bankruptcy Case No.: 08-20908

Chapter 11 Petition Date: April 2, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr P.C.
                  300 Galleria Parkway, N.W.
                  Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  pmarr@mindspring.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million  

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
3VR Seciroty Inc.                account payable   $1,792,000
475 Brannan Street,
Suite 430
San Francisco, CA 94107

Johnson Controls Security        business dispute  $1,000,000
Systems LLC
910 Clopper Road
Gaithsburg, MD 20877

Cirrus Investments LP            account payable   $425,103
Attn: Boccardo Management Group
985 University Avenue,
Suite 12
Los Gatos, CA 95032-7639

Ventures & Solutions LLC         consulting        $200,000
Attn: Dale W. Church             services
Nine Franklin Street
Slexandria, VA 22314

White Lee LLP                    account payable   $134,412

600 Peachtree Parkway LLC        arrearage under   $98,036
                                 premies lease

Holland & Knight                 account payable   $70,859

Kevin Knaus                      shareholder loan  $50,000

Fish & Richardson PC             account payable   $39,922

Britain Consulting LLC           consulting        $29,183
                                 services

American Express                 credit card       $28,900
                                 account

Outlook Solutions Inc.           account payable   $21,571

Lydia Kossman                    wages             $14,690

Steven Lopez                     wages             $12,506

VCT Vision                       account payable   $10,771

R&R Diversified LLC              account payable   $9,800

Capital One                      credit card       $8,810

Kossman Consulting Inc.          wages             $7,352

Worldwide Travel Marketing       account payable   $5,000


ALPHATRADE.COM: Chisholm Bierwolf Raises Substantial Doubt
----------------------------------------------------------
Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about AlphaTrade.com's ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's significant losses from operations and
dependence on financing to continue operations.

For the year ended Dec. 31, 2007, the company posted a $3,688,403
net loss on $5,978,825 of total revenues as compared with a
$4,736,539 net loss on $4,395,996 of total revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,192,280 in
total assets and $4,839,814 in total liabilities, resulting in a
$3,647,534 stockholders' deficit.

The company had a $961,521 stockholders' deficit at Dec. 31, 2006.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $846,647 in total current assets available to pay
$4,839,814 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at s http://ResearchArchives.com/t/s?29fc

Based in North Vancouver, British Columbia, AlphaTrade.com (OTCBB:
APTD) -- http://www.alphatrade.com/-- provides both real-time and  
delayed stock market quotes to subscribers via the Internet.


AMERICAN HOME: Servicing Business Buyer Moves to Close Sale
-----------------------------------------------------------
AH Mortgage Acquisition Co., Inc., the entity created by Wilbur
L. Ross to purchase the mortgage servicing business of American
Home Mortgage Investment Corp. for about $500,000,000, asks the
U.S. Bankruptcy Court for the District of Delaware to direct
sellers American Home Mortgage Investment Corp., American Home
Mortgage Corp., and American Home Mortgage Servicing, Inc., to
effectuate the final closing under their Asset Purchase Agreement
dated as of September 25, 2007.

Judge Christopher Sontchi approved in October 2007 the sale of the
Debtors' loan servicing business to AHM Acquisition under a two-
stage closing process.  The Debtors agreed, effective on the
initial closing, to temporarily service the loans, until final
closing when AHM Acquisition obtains licenses to take over the
servicing business.

On March 16, 2008, AHM Acquisition notified AHM that 40 of the 44
needed licenses to proceed to closing had been obtained.  It then
held daily conference calls wit the Debtors in anticipation of
the final closing of the sale, and worked toward finalizing
various agreements, including the Transition Services Agreement
and the post-Final Closing servicing agreements.  The parties,
then, set March 31, 2008, as the Final Closing date.

Although AHM Acquisition had satisfied the Regulatory Approval
Condition, the Debtors failed to effectuate the Final Closing on
March 31 because of a regulatory issue associated with two
mortgage servicing agreements that are not included in the
Purchased Assets.

AHM relates that the APA contemplates that it enter into a sub-
servicing arrangement with the Debtors to service mortgage loans
under servicing agreements that are not included in the sale.  It
notes, however, that a problem arose relating to the need for
both the Debtors and AHM Acquisition to be licensed to service
those loans.  Additionally, the Debtors indicated that one of the
servicing agreements, a repurchase agreement with Calyon New York
Branch, required Calyon's consent for AHM Acquisition to act as
subservicer.  On April 3, 2008, the parties resolved the
regulatory issues associated with the sub-servicing arrangements.

Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, relates that on April 4, AHM Acquisition
sent a demand letter to the Debtors (i) formally notifying them
that AHM Acquisition has satisfied the Regulatory Approval
Condition and that, to the extent there is doubt on the
condition's satisfaction, AHM Acquisition waives the condition,
and (ii) demanding that they comply with the APA and effectuate
the Final Closing no later than April 7.

"Although the Debtors initially agreed to close on April 7, the
Debtors informed [AHM Acquisition] on April 7 that they were not
willing to close because they had not yet obtained Calyon's
consent," Ms. Counihan tells Judge Sontchi.

Ms. Counihan asserts that although the Debtors have no legal
basis to delay the Final Closing because of the long-standing
dispute between them and Calyon, they are holding AHM Acquisition
hostage because of the purported need for a consent and the
Debtors' apparent insistence, perhaps at the behest of their
prepetition lenders, in reaching a global settlement with Calyon
before effectuating the Final Closing.  She insists that
obtaining Calyon's consent is not a condition to the Debtors'
obligation to effectuate the Final Closing.

The Debtors' refusal to effectuate the Final Closing is exposing
the bankruptcy estates to the continuing accrual of AHM
Acquisition' administrative claims, Ms. Counihan tells the Court.  
She says that for each day the Final Closing is delayed causes
AHM Acquisition to suffer damages under the APA.  She notes that
the APA allocates, among other provisions, certain overhead costs
of the Servicing Business, totaling $350,000 per month, to AHM
Acquisition during the period between the Initial Closing Date
and the Final Closing Date.  Thus, she says, the longer the Final
Closing is delayed, the more overhead costs AHM Acquisition will
incur, and the more fees AHM Acquisition will forego.

AHM Acquisition cannot wait for an extended period while the
Debtors seek to obtain Calyon's consent because AHM Acquisition
has entered into other significant transactions that are
dependent upon the Final Closing under the APA, Ms. Counihan
declares.  She discloses that AHM Acquisition has agreed to
acquire the mortgage servicing rights of Option One Mortgage
Corporation.  She informs the Court that one of the condition for
the closing of the Option One sale, which is targeted to close on
April 30, is that the Final Closing has occurred on AHM
Acquisition's acquisition of the Servicing Business.

To the extent that the Debtors' failure to effectuate the Final
Closing causes AHM Acquisition to miss the targeted April 30
closing date for the Option One Sale, AHM Acquisition intends to
hold the estates and the Debtors' prepetition lenders, if they
caused the delay, liable for all damages incurred, Ms. Counihan
asserts.  She adds that it is imperative that AHM Acquisition
maintains the confidence of the Servicing Business employees, the
counterparties to servicing agreements, and state regulators.

AHM Acquisition also asks Judge Sontchi to consider its request
on an expedited basis, and suggests that the request be heard at
the next omnibus hearing currently set for April 14, 2008, at
10:00 a.m.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN HOME: Moody's Downgrades Ratings on 29 Certificates
------------------------------------------------------------
Moody's Investors Service has downgraded 29 certificates and
placed on review for possible downgrade three classes of
certificates from five transactions issued by American Home
Mortgage Investment Trust.  Most of the affected pools in these
transactions are backed by second lien loans.  Group one of the
American Home Mortgage Investment Trust 2005-SD1 is backed by
scratch and dent collateral.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

AHMIT 2005-SD1 Group I bonds are backed primarily by first lien
adjustable-rate and fixed-rate scratch and dent mortgage loans.   
The transaction has experienced an increasing proportion of
severely delinquent loans.  Timing of losses will cause the
protection available to the subordinated bonds to be diminished.

Complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2005-SD1

  -- Cl. I-A1, Downgraded to Aa2 from Aaa

  -- Cl. I-M1, Downgraded to A2 from Aa2

  -- Cl. I-M2, Downgraded to Baa2 from A2

  -- Cl. I-M3, Downgraded to Ba2 from Baa2

  -- Cl. II-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-M1, Downgraded to A2 from Aa2

  -- Cl. II-M2, Downgraded to Ba2 from A2

  -- Cl. II-M3, Downgraded to Ca from Baa2

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. IV-A, Downgraded to Ba1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. IV-M-1, Downgraded to Caa2 from Baa3

  -- Cl. IV-M-2, Downgraded to Caa3 from B1

  -- Cl. IV-M-3, Downgraded to Ca from B3

  -- Cl. IV-M-4, Downgraded to C from Caa2

  -- Cl. IV-M-5, Downgraded to C from Ca

Issuer: American Home Mortgage Investment Tr 2006-3

  -- Cl. IV-A, Downgraded to Baa3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. IV-M-1, Downgraded to Ba2 from Aa3

  -- Cl. IV-M-2, Downgraded to Caa1 from A3

  -- Cl. IV-M-3, Downgraded to Caa2 from Baa1

  -- Cl. IV-M-4, Downgraded to Caa3 from Baa2

  -- Cl. IV-M-5, Downgraded to Ca from Baa3

  -- Cl. IV-M-6, Downgraded to C from Ba1

  -- Cl. IV-M-7, Downgraded to C from B2

  -- Cl. IV-M-8, Downgraded to C from Ca

Issuer: American Home Mortgage Investment Trust 2007-A

  -- Cl. II-A, Downgraded to B3 from Aaa

  -- Cl. II-M-1, Downgraded to C from Ba1

  -- Cl. II-M-2, Downgraded to C from Caa3

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. II-A, Downgraded to B3 from Baa1

  -- Cl. II-M-1, Downgraded to Caa3 from Ba1

  -- Cl. II-M-2, Downgraded to C from Caa2

  -- Cl. II-M-3, Downgraded to C from Ca


AMERICAN TONERSERV: Perry-Smith Raises Substantial Doubt
--------------------------------------------------------
Perry-Smith LLP in Sacramento, Calif., raised substantial doubt
about American TonerServ Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations, accumulated
deficit and working capital deficit.

For the year ended Dec. 31, 2007, the company's net loss increased
to $4,832,325 from $1,933,869 in 2006.  The company's total
revenues also increased to $3,630,531 for the year ended Dec. 31,
2007, from $456,433 in 2006.

At Dec. 31, 2007, the company's balance sheet showed $8,836,301 in
total assets, $7,054,564 in total liabilities, and $1,781,737 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $2,606,840 in total current assets available to pay
$4,728,464 in total current liabilities.

The company had $17,578,840 of accumulated deficit at Dec. 31,
2007.

The auditing firm said the company has suffered recurring losses
from operations resulting in an accumulated deficit of
$17,578,840.  Current liabilities exceed its total current assets
at Dec. 31, 2007, by $2,121,624

                        Subsequent Events

On Jan. 8, 2008, the board of directors elected Chuck Mache to
serve as chairman of the board.

On Jan. 22, 2008, the company entered into consulting agreements
with Chuck Mache, chairman, and Thomas H. Hakel, director for
$5,000 per month.  These agreements are cancelable with 30 days
notice.

On Jan. 24, 2008, the company converted $300,000 of a $960,000
line of credit available for Stand By letter of Credits into cash
for working capital purposes.  The line of credit has an interest
rate of 7.5% and is due and payable on June 30, 2008.

On Jan. 25, 2008, the company granted 75,000 options to an
employee.  These options have an exercise price of $0.25 per share
with a four-year vesting schedule.

On March 3, 2008 the company established NC TonerServ LLC and
opened a new office in Morrisville, North Carolina, with seven
employees to begin selling printer supplies and services to
businesses.  The company granted 75,000, 45,000, 5,000 and 5,000
options to four key employees.  These options have an exercise
price of $0.25 per share with a four-year vesting schedule.

On March 5, 2008, the company received a loan from Rob Gutierrez
for $100,000 with 10% interest and due in 30 days.

On March 5, 2008, the company issued Rob Gutierrez 150,000 options
in exchange for consulting services.  These options have an
exercise price of $0.25 per share and vest equally over
24 months.

On March 6, 2008, the company amended its original termination
agreement dated Oct. 22, 2007, with Dinosaur Securities.  The
company issued 750,000 warrants to Dinosaur Securities in lieu of
the 600,000 shares originally agreed upon as settlement.

On March 6, 2008, the company terminated its relationship with
After Market Support LLC and Keating Investments.  As part of the
termination, AMS will return 3,000,000 common shares that it
purchased for $3,000 as part of the deal.

During the period from January 2008 to March 2008, the company
raised $1,250,000 from 12 accredited investors related to the
company's Common Stock and Warrants offering.

On March 25, 2008, the company entered into an agreement with
Merriman Curhan Ford & Co. to represent American TonerServ to act
as its exclusive financial advisor to assist in capital raising
efforts and general investment banking services.  As compensation
for MFC's services, MFC will receive shares of the company's
common stock valued at $500,000.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?29f9

                     About American TonerServ  

Based in Santa Rosa, Calif., American TonerServ Corp., formerly
known as Q Matrix Inc. (OTCBB: ASVP.OB) --
http://www.americantonerserv.com/-- is a consolidator in the  
highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.


AMERIGROUP CORP: S&P Lifts Rating on Senior Bank Facility to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Amerigroup
Corp.'s senior secured bank facility to 'BB+' from 'BB'.  Standard
& Poor's also said that it assigned it '2' recovery rating to this
debt, indicating its expectation for a substantial (70%-90%)
recovery in the event of a payment default scenario.
     
At the same time, Standard & Poor's lowered its rating on AGP's
senior unsecured convertible notes to 'B+' from 'BB'.  In
addition, Standard & Poor's assigned a '6' recovery rating to this
debt, indicating the expectation for a negligible (0%-10%)
recovery in the event of a payment default scenario.
     
The senior secured bank facilities consist of a $50 million
revolving credit facility and a $130 million synthetic letter of
credit facility due March 2012.  The principal amount of the
convertible senior unsecured notes is $260 million, maturing May
2012.
     
AGP used the proceeds mainly to post a bond to stay the
enforcement of a judgment in Qui Tam litigation pending the
resolution of an appeal by the company and its Illinois
subsidiary.  As of March 2008, the company had drawn
$102.5 million from the senior secured facility and nothing from
the revolver.
      
"In assigning recovery ratings, we simulate a payment default
scenario that incorporates a borrower's fundamental business risks
and the financial risk inherent in its existing capital
structure," noted Standard & Poor's credit analyst Hema Singh.   
"Our methodology assumes that all committed debt is fully funded
but generally does not make any assumptions for the addition of
any other debt prior to default."


AMERIQUEST MORTGAGE: S&P Junks Rating on Class M-5 Certs. From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of asset-backed pass-through certificates from Ameriquest
Mortgage Securities Inc.'s series 2003-8 and removed one of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on seven other classes from the
same series.
     
The downgrades reflect continuous adverse pool performance.   
Monthly losses have outpaced excess interest for 11 of the 12 most
recent months, and these losses have continuously reduced the
credit support available to the classes.  As of the March 2008
remittance period, cumulative realized losses were
$50.704 million, and the pool had paid down to 13.63% of its
original principal balance.  Serious delinquencies (90-plus days,
foreclosures, and REOs) were $32.55 million, 13x the current
overcollateralization amount, which is currently below target by
about $10 million.
     
Subordination, excess interest, and overcollateralization provide
credit support for this transaction.  At issuance, the collateral
backing this deal consisted of subprime, fixed- and adjustable-
rate, fully amortizing first-lien mortgage loans secured by one-
to four-family residential properties.
  
       Rating Lowered and Removed From CreditWatch Negative

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                                  Rating
                                  ------
                         Class To        From
                         ----- --        ----
                         M-3   BBB-      BBB/Watch Neg    

                          Ratings Lowered

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                                  Rating
                                  ------
                         Class To        From
                         ----- --        ----
                         M-4   B         BB
                         M-5   CCC       B        

                         Ratings Affirmed

               Ameriquest Mortgage Securities Inc.
       Asset-backed pass-through certificates series 2003-8

                      Class            Rating
                      -----            ------
                      AV1, AV2, AF5    AAA
                      M-1              AA
                      M-2              A
                      MV-6             CCC               
                      MF-6             CCC


AMR CORP: Cancels More than 1,000 Flights; Resumes Aircraft Check
-----------------------------------------------------------------
American Airlines canceled more than 900 flights on Thursday as it
works to complete the inspections of its MD-80 fleet.  The airline
is also working to re-accommodate customers affected by the
cancellations.

As of Wednesday afternoon,

    * 179 MD-80 aircraft were completely inspected;
    * 60 of the 179 MD-80s were returned to service;
    * 119 of the 179 MD-80s were still undergoing work;
    * 121 MD-80s remain to be inspected.

On Wednesday, American officially canceled 1,094 flights, in
addition to the 460 canceled on Tuesday.

"We apologize for the inconvenience this has caused our
customers," Gerard Arpey, Chairman and CEO of American Airlines,
said.  "American will do whatever it takes to assist those
affected by these flight changes and our employees are working
hard to ensure that we remain their choice for air travel.  This
includes compensating those inconvenienced customers who stayed
overnight in a location away from their final destination."

"We continue to inspect every airplane to ensure we are in total
agreement with the specifications of the directive," Mr. Arpey
said.  "We will get back to a full schedule as quickly as
possible."

These inspections were conducted to ensure compliance with a
Federal Aviation Administration directive related to the bundling
of wires in the aircraft's wheel well of the MD-80 aircraft.  
These inspections -- based on FAA audits -- are related to
detailed, technical compliance issues and not safety-of-flight
issues.

American also plans to contract with an independent third party to
review American’s processes for compliance with all future FAA
airworthiness directives.  This work will ensure that all
procedures strictly adhere to the technical elements of every
directive so American can avoid this type of schedule disruption
in the future.

Customers who were scheduled on a flight that was canceled may
request a full refund or apply the value of their ticket toward
future travel on American Airlines.  Additionally, customers
scheduled to travel on any MD-80 flight April 8 to 11, even if
their flight has not been canceled, may rebook without a change
fee to any AA flight with availability in the same cabin as long
as their travel begins by April 17.

Customers who were inconvenienced with overnight stays should go
to http://www.AA.com/where a link has been established to request  
information about compensation.  Customers also are encouraged to
continue to check http://www.AA.com/or to contact their travel  
agents for flight status information.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger        
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


ANF DEER CREEK: Court Converts Bankr. Case to Ch. 7 Liquidation
---------------------------------------------------------------
The Honorable Theodor C. Albert of the U.S. Bankruptcy Court for
the Central District of California denied ANF Deer Creek LLC's
request to obtain cash collateral, and concurrently converted the
Debtor's bankruptcy case to a Chapter 7 liquidation proceeding.

The Debtor previously asked the Court for permission to use the
cash collateral of its secured creditor Mesa West Real Estate
Income Fund, L.P.  The Debtor related that it signed a Deed of
Trust with Mesa, encumbering substantially all of the Debtor's
real property assets.

Mesa asserted that any and all money in the Debtor's debtor-in-
possession bank accounts constitutes its cash collateral.  The
principal amount due to Mesa was $19 million, including interest
and other charges.

The Debtor told the Court that it faced an immediate need to use
the cash collateral for the continuation of its business.  The
Debtor related that it was unable to reach a consensual resolution
of the cash collateral issue before the need for use of Mesa' cahs
collateral became dire.

However, Mesa argued that it has a perfected security interest in
all the Debtor's cash collateral.  It asserted that the Debtor has
failed to provide -- and cannot provide -- adequate protection of
Mesa's interest in the cash collateral.

Mesa declared that the Debtor's property is deteriorating in
value, and opposed the further diminution of Mesa's interest in
the Debtor's property.  It complained of a lack in adequate
protection to be given by the Debtor.

The Court decided to convert the case to a liquidation proceeding
in a March 31 hearing.

Based in Lake Forest, California, ANF Deer Creek, LLC owns and
develops real estate.  The developer filed for Chapter 11
protection on Mar. 5, 2008 (Bankr. C.D. Calif. Case No. 08-11068).  
Leonard M. Shulman, Esq. at Shulman, Hodges & Bastian, LLP
represents the Debtor in its restructuring efforts.  The Debtor's
schedules reflected total assets of $21,159,060 and total
liabilities of $21,159,080.

    
ARCA FUNDING: Moody's Junks Rating on $99.5 Mil. Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Arca Funding 2006-I, Ltd.  The notes affected by
this rating action are:

Class Description: $99,500,000 Class II Funded Senior Notes Due
2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $59,500,000 Class III Funded Senior Notes Due
2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $17,000,000 Class IV Funded Senior Notes Due
2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $17,000,000 Class V Funded Mezzanine Notes Due
2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $17,000,000 Class VI Funded Mezzanine Notes Due
2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $7,000,000 Class VII Funded Mezzanine Notes Due
2046

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $7,000,000 Class VIII Funded Mezzanine Notes
Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on March 27, 2008, of an event of default caused by a
failure of the Class I Par Coverage Ratio to be greater than or
equal to 100 per cent, pursuant Section 5.1(j) of the Indenture
dated Oct. 11, 2006.

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral and the Notes.

The rating actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.

Arca Funding 2006-I, Ltd. is a collateralized debt obligation
backed by a portfolio of structured finance securities.


ARLO VII: Three Classes of Notes Acquire Moody's Rating Reviews
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ARLO VII Limited Series 2006.

Issuer: ARLO VII Limited Series 2006-13 (SABS)

Class Description: $15,625,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Issuer: ARLO VII Limited Series 2006-14 (SABS)

Class Description: $25,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2046,

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Issuer: ARLO VII Limited Series 2006-15 (SABS)

Class Description: $30,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


ARLO VI: Moody's Junks Ratings on Two Notes; Reviews Eight Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ARLO VI Limited Series 2006.

Class Description: $10,000,000 Initial Tranche Notional Amount
Credit Default Swap with Barclays Bank plc, Series 2006-3

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $15,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-4

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $15,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-5

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $10,000,000 Variable Secured Limited Recourse
Credit-Linked Notes due 2040, Series 2006-6

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-9

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-9

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-10

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-10

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class A Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-8

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $12,500,000 Class B Variable Secured Limited
Recourse Credit-Linked Notes due 2046, Series 2006-8

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


ASARCO LLC: Wants Environmental Claims from PRPs Disallowed
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to disallow certain
environmental claims filed by potentially responsible parties.

The Court previously entered a case management order for the
estimation of environmental claims filed by state and federal
government agencies and third parties against the Debtors.  
Estimation proceedings have been held and the Debtors have
reached settlements regarding the majority of the environmental
claims covered by the CMO.  

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
relates that the Debtors have reached an agreement-in-principle
with their creditor constituencies holding the majority of claims
on the structure of a plan of reorganization.  In anticipation of
confirmation of a reorganization plan, the Debtors need to
resolve environmental claims filed by potentially responsible
parties.

The Debtors believe that the PRP Claims fall into:

   i) claims for future costs;

  ii) claims barred by the contribution protection provided by the
      environmental claims settlement agreements; and

iii) claims for past costs that are not barred by contribution
      protection.

The Debtors assert that the PRP Future Claims are contingent
claims by co-liable parties for reimbursement or contribution.  
Mr. Davis notes that Section 502(e)(1)(B) of the U.S. Bankruptcy
Code mandates disallowance of claims when:

   * the claimant is co-liable with the debtor on the claim;
   * the claim is for reimbursement or contribution; and
   * the claim is contingent as of the time of allowance or
     disallowance of the claim.

In addition, the Debtors assert that many of the PRP Claims are
barred by the contribution protection that the U.S. Government
and several state governments have provided or will provide
ASARCO under settlement agreements resolving environmental
claims.  Mr. Davis says that the U.S. Supreme Court is
encouraging district courts to apply equitable apportionment
principles under CERCLA to ensure that settling PRPs that have
paid their fair share of liability may not be subject to
additional contribution in a PRP action.

For the reasons stated, the Debtors ask the Court to disallow the
PRP Claims.  A schedule of the Disallowed PRP Claims is available
for free at http://researcharchives.com/t/s?2a5e

The Debtors also ask the Court to enter a case management order
that establishes proceedings, which require:

   (1) each PRP to file an initial disclosure by April 10, 2008,
       that provides these information:

          * all documents relating to the PRP's proof of claim;

          * the factual and legal basis for the PRP's claim;

          * the amount of costs to which the PRP alleges it is
            entitled, and the claimant's basis for asserting that
            that claim is not duplicative of the claims of
            federal and/or state governments; and

          * whether the PRP intends to assert secured,
            administrative or other priority for the PRP's claim
            and, if so, identification of the site and the basis
            for the secured or priority claim; and

   (2) mediation between each PRP and ASARCO prior to estimation
       or disallowance of the PRP claims.

                           About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors are currently asking the Court to extend their
exclusive plan-filing period to June 10, 2008.  (ASARCO Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Court to Approve St. Paul Insurance Settlement
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve its insurance
settlement with St. Paul Fire & Marine Insurance Company

St. Paul and Seaboard Surety Company issued several surety bonds
on behalf of ASARCO LLC, as principal, including:

   Bonds                    Purpose                     Amount
   -----                    -------                  -----------
   Mission Bonds            To bond certain of       $11,654,896
                            ASARCO's obligations
                            relating to its
                            Mission Mine
                            operations


   Flow Through Bonds       To bond ASARCO's          12,357,861
                            obligations to various
                            other entities

   Bond No. 386149          To bond ASARCO's             850,000
                            reclamation
                            obligations at the
                            Deming Mill Mine, Luna
                            County, New Mexico     

   Bond No. 408788 in       To bond ASARCO's             501,163
   favor of the Texas       obligations to comply with
   Commission on            permit requirements to
   Environmental Quality    three injection wells  

   Bond No. 400KA1234 in    To bond ASARCO's           6,000,000
   favor of Old Republic    obligations under certain
   Insurance Company        workers' compensation and
                            employers' liability
  &nbs