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T R O U B L E D  C O M P A N Y   R E P O R T E R
      
    Friday, January 23, 1998, Vol. 2, No. 16                      
                    
                    Headlines

BARNEYS: Receives Extension for Exclusivity
CAMPO ELECTRONICS:  Bankers Agree to Waive Defaults
COLOR TILE: Committee Says `No' to Local Counsel
EDISON BROTHERS: Bart Brown Resigns
GAYLORD: Receives Order to Extend Collateral

GAYLORD: Wants Authority for Letter Agreements
GAYLORD: Wilderotter Named to Board
GUY F. ATKINSON: Order Extends Exclusivity
INTERLINE RESOURCES: Settlement and Mutual Release
JAY JACOBS: Comparable Store Sales Increase

KIWI: $2.2 Million Loan from Kennedy Funding
KOENIG SPORTING: Seeks Extension on Leases
L.A. GEAR: Files Plan and Disclosure Statement
LEVITZ FURNITURE: Sale of John M. Smyth Consummated
MOLTEN METAL: Needs Extension on Leases

PAYLESS CASHWAYS: To Cut HQ Work Force by 25%
PHOENIX INFORMATION: Equity Objects to Sale
Q-ENTERTAINMENT: Textron Financial Wants Relief from Stay
REGIONAL HEALTHCARE: Bankruptcy Nearing Close
S.A. TELECOMMUNICATIONS: Hearing on Sale to EqualNet

SHERATON MUSIC CITY: Seeks Bankruptcy Protection
VENTURE: Can it Survive the Competition?
WESTMORELAND: Seeks Change in Counsel

                  *********

BARNEYS: Receives Extension for Exclusivity
-------------------------------------------
The major parties in Barney's Inc., Chapter 11 case once
again agreed to an extension of retailer's exclusive period
to propose a reorganization plan, this time through March
6, 1998. The exclusivity hearing set for January 20, 1998
has also been extended until March 6. Talks among the
parties involve the expected proceeds from Dickson Concepts
(International) Ltd.'s $322 million acquisition of a
controlling interest in Barney's.


CAMPO ELECTRONICS:  Bankers Agree to Waive Defaults
---------------------------------------------------
The Bank Group involved in the bankruptcy proceedings
against Campo Electronics has agreed to grant Campo a
forbearance under certain terms and conditions.  The
Bank Group has agreed to waive defaults in exchange
for Campo stipulating to the amount of debt owed,
reaffirming the Bank Group's collection rights, and
waive any and all such claims against the Bank Group.

The parties believe this is necessary to Campo in
order to avoid possible foreclosure by the Bank Group
on its collateral.  Should the Bank Group foreclose,
Campo will be unable to continue business operations
and propose a Chapter 11 Plan of Reorganization. Campo
therefore agrees this compromise to be in the best
interests of the estate and its creditors.


COLOR TILE: Committee Says `No' to Local Counsel
------------------------------------------------
On January 15, 1998, the Official Committee of
Unsecured Creditors of Color Tile, Inc., moved
to proceed without benefit of local counsel in certain
adversary proceedings with respect to the transfer of
dividends of stock.

On December 1, 1997, the Committee moved to seek the
removal of Neal, Gerber & Eisenberg as co-counsel and
substitute Bell, Boyd & Lloyd. This was approved by the
Delaware bankruptcy court on December
29, 1997.

The Committee now seeks an order authorizing Bell, Boyd &
Lloyd or Jenkins & Gilchrest to proceed with actions
regarding complaints filed by several defendants who also
happen to be represented by Richards, Layton & Finger,
which has been unable to obtain waivers from the defendants  
releasing the firm from any conflict of interest.  

Because the creditors seek to maximize their recovery
amount from the global settlement, they are therefore
seeking to proceed without benefit of local counsel.  
Hiring additional co-counsel at this point would
diminish any settlement owed to them.

If no objections are made to the motion by January 26,
the court may enter an order approving the motion
without further notice or a hearing.


EDISON BROTHERS: Bart Brown Resigns
-----------------------------------
Edison Brothers Stores Inc. today announced Bart A. Brown,
Jr. has resigned from the company's board of directors
effective immediately.  Brown said his departure was
prompted by the need to dedicate more time to his position
as president and chief executive officer of Main Street and
Main Inc. and other business activities.

Main Street and Main Inc. is one of the largest franchisees
of T.G.I. Fridays restaurants in the United States.  
Previously, Brown served as served as chairman and chief
executive officer of the Circle K Corporation, Spreckels
Industries and Color Tile Inc.

Edison indicated no immediate plans to replace Brown's
position on the board.


GAYLORD: Receives Order to Extend Collateral
------------------------------------------------------
On January 16, 1998, Gaylord Companies, Inc., received
an extension on the use of its cash collateral on
borrowings from Greenfield Commercial Credit, L.L.C. A
previous emergency order granted by the bankruptcy
court in the Southern District of Ohio, Eastern
Division, authorized an extensions through February
28, 1998.

Debtors estimate that the maximum amount of cash
collateral that will be necessary to use from January
17 through February 28, 1998, to continue the going
concerns and operate the businesses is $1,398,244
after payment of amounts due to Ingram Industries,
Inc. and for sales tax.


GAYLORD: Wants Authority for Letter Agreements
----------------------------------------------
Gaylord Companies, Inc. seeks to enter into a letter
agreement with Cambridge Partners, L.L.C. on January
14, 1998, and another letter agreement with their
secured lender, Greenfield Commercial Credit, L.L.C.
Greenfield is the debtors' pre-petition secured
lender.

Among the plans for reorganization include a possible
sale of the debtors' Cookstore Inc. operations
entirely or partially with ongoing financing from
Greenfield. The Cambridge Letter intends to determine
its interest in acquiring some or all of the Cookstore
debtors as part of the plan. The letter will allow
Cambridge to pursue its evaluation of this idea over a
3-week period as soon as the agreement is approved by
the court.

GAYLORD ENTERTAINMENT: Wilderotter Named to Board
-------------------------------------------------
Gaylord Entertainment Co. has named Maggie Wilderotter a
director, increasing board membership to seven from six.
In a news release Tuesday, the company said Wilderotter is
president and chief executive of Wink Communications.

Nashville, Tenn.-based Gaylord Entertainment is an
entertainment, hospitality and communications company.


GUY F. ATKINSON: Order Extends Exclusivity
------------------------------------------
Upon the motion of the debtors, Guy F. Atkinson Company of
California, Guy F. Atkinson Company and Guy F. Atkinson
Holdings, Ltd., the Court entered an order extending the
debtors' exclusive right to file a plan of reorganization
until March 31, 1998.  The solicitation exclusivity period
is extended until June 1, 1998.

The debtors shall not file a plan that does not have the
support of the Committee, the Banks, and the Bonding
Companies without first making a reasonable good faith
attempt to meet and confer with them. If, during the
Exclusivity period, the debtors file a plan without their
support, each of the Banks, the Committee and the Bonding
Companies may file a competing plan.  If the debtors do not
file such a plan by January 23, 1997 then the Banks, the
Committee and the Bonding Companies may file a plan.  If
during the exclusive period the Bonding Companies give
notice that they have ceased funding under the DIP Credit
loans, then the Banks, the Committee, or the Bonding
Companies may file a plan.


INTERLINE RESOURCES: Settlement and Mutual Release
--------------------------------------------------
Interline Resources Corporation ("Interline") (OTC Bulletin
Board: IRCE) is a debtor in possession in a Chapter
11 Bankruptcy proceeding. On January 20, 1998 the Court
approved a "Joint Motion for Approval of Settlement
Agreement" filed by Interline and Genesis Petroleum, Inc.
("Genesis"), Interline and Genesis have been joint
venturers in a used oil refinery located in Woods Cross,
Utah.  The Court's approval of the Settlement Agreement and
Mutual Release (the "Agreement") will result in, among
other things, the following:

1. The litigation between them shall be terminated;
2. Interline will pay Genesis the sum of $750,000;
3. Interline will grant Genesis a license to operate three
additional used oil refinery plants using the Interline
used oil refinery technology without the payment of any
royalties or other payments to Interline;
4. Interline shall transfer all of its rights in the joint
venture and in the Woods Cross used oil refinery plant, and
related assets, to Genesis;
5. Interline will have limited access rights to the Woods
Cross refinery;
6. Genesis will transfer to Interline 100,000 shares of
Interline common stock owned by Genesis;
7. All previous agreements between the parties will be
terminated; and
8. The parties will indemnify each other from various
actions.

Interline is continuing with efforts to develop a Plan of
Reorganization with the intent of paying all of its
creditors and maximizing shareholder interest in the
Company.  As a debtor in possession, Interline continues
with marketing efforts for its used oil refinery technology
and continues to operate its oil and gas division in
Wyoming.


JAY JACOBS: Comparable Store Sales Increase  
--------------------------------------------
In its most recent 10-Q/A filed with the SEC, Jay Jacobs,
Inc. reported a net sales increase of $1,759,000 or 13 %,
in the quarter ended November 1, 1997 as compared to the
same period a year earlier. This increase was primarily due
to a comparable store sales increase of 29% (compared to a
decline of 16% during the same quarter last year) partially
offset by store closures representing sales of $1,667,000.

During the third quarter of fiscal 1998 the Company opened
one store and closed two stores for a total of 113 stores
in operation at the end of the quarter. The Company
operated 16 fewer stores at the beginning of the third
quarter of fiscal 1998 (114) than it did at the beginning
of the third quarter of fiscal 1997 (130).

The Company had a profit of $44,000 during the third
quarter of fiscal 1998 or $0.01 per share compared to a
loss of $1,261,000 in the third quarter of fiscal
1997 ($0.21 per share). Improved comparable store sales and
gross margins, together with lower operating expenses
accounted for the improvement in profit.

The Company incurred a loss of $635,000 during the first
nine months of fiscal 1998, compared to a loss of
$3,712,000 during the first nine months of fiscal
1997. The fiscal 1998 loss has decreased significantly due
to improved comparable store sales and gross margins
together with a decrease in operating expenses.

A full-text copy of the filing is available via the
Internet at:
http://www.sec.gov/cgi-bin/srch-edgar?JAY+and+JACOBS


KIWI: $2.2 Million Loan from Kennedy Funding
--------------------------------------------
Kiwi Air Lines, at one time rated the third best airline in
the nation by Consumer Reports, was rescued from
bankruptcy a year ago due to the efforts of prominent
Baltimore surgeon Charles Edwards and NJS Acquisitions, a
Huntington, NY investment firm. Kennedy Funding, a direct
private lending firm based in Hackensack, NJ, recently
added a $2.2 million loan to Kiwi to aid its recovery
efforts.

Edwards' plans for reviving Kiwi include increasing the
current fleet of planes from 8 to 12, adding more routes,
and boosting the airline's workforce. The airline, which
offers discount service but more frills than other low-fare
carriers, has routes to Atlanta; Chicago; Las Vegas;
Newark, N.J.; Orlando, Fla.; San Juan, Puerto Rico; and
West Palm Beach, Fla.

"Kiwi Air Lines has filled a tremendous niche in the
airline industry," said Kennedy Funding President Jeffrey
Wolfer, "and it has demonstrated that there is a real
demand for quality, discount airline services."  Based in
Hackensack, NJ, Kennedy Funding has a national reputation
for providing innovative financing for commercial loan
transactions and its ability to process loan requests
quickly.

The Kiwi Air Lines loan transaction is typical of the deals
Kennedy executes routinely.  This ability to move quickly
has enabled Kennedy Funding to grow from a small firm with
bank lines of credit totaling $4 million to a company that
can close multimillion loans in a few days.


KOENIG SPORTING: Seeks Extension on Leases
------------------------------------------
On January 15, 1998, U.S. Bankruptcy Judge David Snow
of the Northern District of Ohio, Eastern Division,
ordered that Koenig Sporting Goods, Inc., had the
right to extend its deadline for assumption or
rejection of leases at its 40 store locations until
January 16, 1998. Koenig has been further authorized
to reject and terminate any lease effective 7 days
after the date upon which the debtor sends written
notice of its intention.

A previous objection by Pyramid Company of Buffalo,
the landlord of the debtor's store at the Walden
Galleria has been resolved. The debtor must pay its
rent at the Walden location through the end of
November and leave the property in good condition.


L.A. GEAR: Files Plan and Disclosure Statement
----------------------------------------------                                   
L.A. Gear, Inc., as previously announced, filed its Plan of
Reorganization and related Disclosure Statement with the
United States Bankruptcy Court, Central District of
California.

The plan and disclosure statement specifically define the
financial restructuring that the company negotiated with an
unofficial committee representing holders of L.A. Gear's
7.75% Convertible Subordinated Debentures.

The classes of claims and interests established by the plan
and the distributions contemplated to be made to those
classes are as follows:

Class A-1.  Allowed secured claim of Congress Financial
(Western).  
Unimpaired treatment.

Class A-2. All other allowed secured claims. Unimpaired
treatment.

Class B-1. Priority unsecured claims. Unimpaired treatment.

Class B-2. Allowed unsecured claims for senior debt.
Unimpaired treatment.

Class B-3. All other allowed unsecured claims, including
claims based on 7.75% Convertible Subordinated Debenture.
Treatment options as follows:
(Option A) 20 cents multiplied by allowed amount of
claim. (Option B) 45.3015 shares of New Series A Preferred
Stock for each $1,000 allowed claim.

Class C-1. Existing preferred stock. Treatment as follows:
less than 5 percent of the issued and outstanding shares of
New Series A Preferred Stock and 100 percent of the shares
of New Common Stock.

Class C-2. Existing common stock. No distribution.

Class D-1. Securities litigation claims. No distribution.

In the event that a holder of an Allowed Class B-3 claim
does not elect treatment under either Option B-3-A or
Option B-3-B, such holder's Allowed Class B-3 Claim shall
receive the treatment specified in option B-3-A.

If the aggregate amount of Debentures evidencing allowed
Class B-3 Claims as to which the holders thereof elect
treatment under this Option B-3-A exceed $8,750,000, or
under certain circumstances a lesser amount, then Small
Holders will receive cash in an amount equal to 20 cents
multiplied by the allowed amount of such Small Holder's
Allowed Class B-3 Claim, and all other Allowed Class B-3
Claims electing treatment under this Option B-3-A shall
receive (a) cash in an amount equal to such holder's pro
rata share (calculated with respect to the holders of
Allowed Class B-3 Claims electing treatment under
this Option B-3-A) of Available Cash; and (b) a number of
shares of New Series A Preferred Stock equal to the product
of (x), the difference between (i) the Allowed Amount of
the particular holder's Allowed Class B-3 Claim minus (ii)
5.000 multiplied by the amount of cash distributed to such
holder in accordance with the preceding clause (a);
multiplied by (y) 0.0453015.

The New Series A Preferred Stock to be issued pursuant to
the Plan shall have a dividend and liquidation preference
of $10 per share. After $10 in dividends have been paid on
each share of New Series A Preferred Stock, the shares of
New Series A Preferred Stock will be automatically
converted into a like number of shares of New Common Stock.
It is estimated that up to 2,840,000 shares of New Series A
Preferred Stock could be issued pursuant to the plan.


LEVITZ FURNITURE: Sale of John M. Smyth Consummated
---------------------------------------------------
On January 9, 1998, Levitz Furniture Corporation, a Florida
corporation ("Levitz"), and its wholly owned subsidiary
John M. Smyth Company, an Illinois corporation ("JMS"),
consummated the previously announced sale of substantially
all of the assets of JMS to Heilig-Meyers Company, a
Virginia corporation ("Heilig").  Levitz is a wholly owned
subsidiary of Levitz Furniture Incorporated, a Delaware
corporation ("LFI").

The  aggregate  purchase  price,  which is  subject  to
certain post-closing  adjustments,  paid to JMS by Heilig
was  approximately  $34 million,  including  $23,680,000  
in  consideration  for the  transfer of certain real
property and improvements. JMS had operated retail
furniture stores in the Chicago  metropolitan  area. The
closing follows receipt of approval  from the  United  
States  District  Court for the  District  of Delaware.
The company filed an 8-K form with the SEC reporting this
information.

A full-text copy of the filing is available via the
Internet at:
http://www.sec.gov/cgi-bin/srch-edgar?LEVITZ+and+FURNITURE


MOLTEN METAL: Needs Extension on Leases
---------------------------------------
Molten Metal Technology, Inc., has requested that the
Eastern Division of the Bankruptcy Court in
Massachusetts authorize an extension to assume or
reject Operating and Program leases. The debtor is
seeking a 75-day extension past the February 2, 1998,
deadline.

The company says it needs more time to dispose of
equipment and other personal property on the premises
of leases identified as Program Leases, which they
propose to reject. At the same time, the company also
needs more time to consolidate their operations on
property identified as Operating Leases, which they
propose to assume.


PAYLESS CASHWAYS: To Cut HQ Work Force by 25%
---------------------------------------------
In addition to the departure of its two top executives, CEO
David Stanley and President Susan Stanton, Payless Cashways
Inc. said that the chain plans to cut its headquarters'
work force by 25 percent. The company said it lost $201.8
million in the fourth quarter, compared with year-earlier
net income of $5.56 million. Excluding extraordinary
items, Payless' loss was $10.4 million for the quarter and
$35.5 million for the year. Net quarterly sales were $504.4
million, down from $710 million. Net sales for the year
were $2.3 billion, down from $2.6 billion.

The retailer also reported that it will be laying off five
vice presidents and closing regional offices in Dallas and
Indianapolis as part of the company's effort to alleviate
its long-standing financial problems.  Payless emerged in
December from a Chapter 11 bankruptcy reorganization under
which it closed 29 stores and reduced its work force by
1,900.


PHOENIX INFORMATION: Equity Objects to Sale
-------------------------------------------
The Official Committee of Equity Security Holders in the
case of Phoenix Information Systems Corp., Phoenix Systems
Ltd. and Phoenix Systems Group, Inc., debtors, objects to
the sale of substantially all of the debtors' assets to SC
Phoenix Partners.

The Committee states that three Phoenix Directors had
conflicts of interest in that they were directors of a
company that transacted business with Phoenix and competed
with it.  The Committee also objects to the "channeling
injunction sought by the debtors, preventing claimants from
any claim against the assets and the directors and officers
of the debtors.  The Committee objects to the sale on the
ground that it is not in good faith and its approval will
unfairly benefit insiders.  The Committee alleges that the
sale functions as a "creeping plan" of liquidation and the
Committee does not understand the haste of the sale since
the debtors filed a motion to sell their assets for $20
million at the same time that they filed their petition for
relief under Chapter 11.


Q-ENTERTAINMENT: Textron Financial Wants Relief from Stay
---------------------------------------------------------
Hearings have been set for February 3, 1998 on the motions
of Textron Financial Corporation and AMB Texas Industrial
Business Trust, I for Relief from the automatic stay.

Pursuant to a certain equipment lease agreement, Q-USA,
debtor, was to pay thirty-six monthly rent payments of
$15,263.  Incident to the leases, Q-Zar executed a Guaranty
in favor of TFC.  In addition to the Guaranty, Q-USA
executed a certain Security Agreement granting liens in the
equipment to TFC.

The debtors have made only one payment under the lease, and
the debtors continue to have possession of the equipment,
and according to TFC the equipment is not necessary for the
debtors' reorganization because the cases were just
converted to liquidating cases.  TFC requests that the
court grant TFC relief from the automatic stay, allowing
TFC to take immediate possession of the equipment and/or to
liquidate the same.

TFC has also filed a motion compelling the Trustee to
immediately assume or reject the lease.

In addition to the motion of TFC, the court will consider
at the same hearing, a motion of AMB Texas Industrial
Business Trust I, alleging that the debtors are currently
in default of the obligations under a lease agreement for
certain premises located in Dallas, Texas in the aggregate
sum of $35,195.56.  AMB seeks relief from the automatic
stay to exercise any and all of its rights under the lease,
including but no limited to obtaining immediate possession
of the premises and re-leasing same.  The premises is not
necessary for the debtors' reorganization because the cases
were just converted to liquidating cases.


REGIONAL HEALTHCARE: Bankruptcy Nearing Close
---------------------------------------------
The Bond Buyer reported on January 22, 1998 that the
bankruptcy of Regional Healthcare Inc. appears to be
nearing a close after almost five years of wrangling over
how to repay $57 million of defaulted hospital revenue
bonds. Under a bailout plan, Hernando County would assume
ownership of RHI's three hospitals. The county in turn
would lease them to an undetermined company. Bondholders
would be paid off when the private company leases the  
hospitals from the county.

Debtors and creditors had the plan confirmed last Thursday,
which is contingent upon RHI reaching an agreement with one
of four suitors who want to run the hospitals.  RHI has
been negotiating with all the firms for months, with each
bidding more than $70 million. The bidders consists of
three for-profit companies and a joint venture between two
non-profit health care providers.

If RHI fails to sell the hospitals, they will be given to
primary bondholder CNA Financial Corp., a multi-line
insurer. CNA owns more than 90% of the bonds that Hernando
County sold on RHI's behalf in February 1990 so that RHI
could build one hospital and renovate two others.  RHI
defaulted on the bonds in January 1993 when it failed to
pay off separate working capital loans it had received from
CNA. They missed bond payments as well.


S.A. TELECOMMUNICATIONS: Hearing on Sale to EqualNet
----------------------------------------------------
On February 9, 1998, the court will hear the motion of the
debtors with respect to an order authorizing the sale of
substantially all assets of the debtors to EqualNet
Corporation.

The Consideration will include the payment by the buyer of
all obligations of sellers in respect of the outstanding
principal amount of the Willis Group DIP financing plus a
cash payment in the amount of $22,500 per calendar day for
each day from January 30, 1998 through the Closing Date -
not to exceed $472,500 plus a promissory note in favor
Greyrock in an amount equal to the lesser of:

1.the amount of the outstanding indebtedness, interest and
fees under the Greyrock Financing in excess of 75% of
sellers then outstanding account receivable and

2.$1 million

plus a cash payment equal to all cure amounts plus the
number of shares of preferred stock equal to the quotient
of two numbers as therein defined.

Included in the terms of the purchase are a $300,000 break-
up fee and an overbid price of at least $500,000 greater
than the fair market value of the sum of the Consideration
and the Assumed Liabilities.


SHERATON MUSIC CITY: Seeks Bankruptcy Protection
------------------------------------------------
The Tennessean reported on 12/31/97 that the                            
limited partnership that owns Sheraton Music City has filed
for Chapter 11 bankruptcy protection, but the action is not
expected to immediately affect hotel operations.

McGavock Associates Ltd. filed its petition with U.S.
Bankruptcy Court in Nashville on Dec. 23. The request, if
granted by the court, would free McGavock Associates from
the threat of creditors' lawsuits while the partnership
reorganizes its finances.

The 412-room Sheraton Music City, 777 McGavock Pike, is one
of the area's largest hotels. Sheraton Music City, which is
near Nashville International Airport, sees a large number
of business and convention travelers. An attorney to the
debtor said the bankruptcy filing is not related to the
hotel's performance. He said it is instead tied to "very
burdensome contracts" that the partnership needs
renegotiated, and more than $36 million in debt that it
wants refinanced.


VENTURE: Can it Survive the Competition?
----------------------------------------
The Chicago Daily Herald reported on January 21, 1998
that Venture has been squeezed by competition from larger
discount chains and is unable to create a clear identity
for itself.  The retailer, based in the St. Louis suburb of
O'Fallon, said it has no immediate plans to close any of
its 93 stores, more than a third of which are in the
Chicago area, or to lay off employees.

Many analysts believe the only hope for Venture is to close
or sell many of its stores. Venture, which listed $578
million in assets and $537 million in liabilities in its
Chapter 11 petition filed in U.S. Bankruptcy Court in
Delaware, said it has secured bank financing to keep its
stores open. For the last two years Venture has been trying
to transform itself from a general merchandise discounter
to a peddler of home, family and leisure merchandise.

Earlier this month Venture said total sales for the 48
weeks ending Dec. 27 had dropped by more than 12 percent
and warned it would report a fourth- quarter loss of $1.60
to $2 a share, at least twice the 80-cents per share it
lost the previous fourth quarter.

Venture has arranged a $190 million debtor-in-possession
loan from a group of lenders led by Bankers Trust Co.
affiliate BT Commercial Corp. to finance its operations in
bankruptcy.  Venture listed noteholders and bondholders,
owed $70.3 million, among its largest unsecured creditors,
according to court papers. Procter & Gamble Co. is
listed as being owed $3.2 million for retail goods shipped
to Venture Stores before the bankruptcy filing. The list of
the largest unsecured creditors includes noteholders and
bondholders, $70.3 million; American Greetings, $1.87
million; Chicago Tribune, $1.81 million; Sara Lee Knits,
$1.4 million, and Mattel Toys, $1.22 million.  The retailer
also listed $307 million owed to lenders.

According to the Houston Chronicle, Venture sold 10 of its
Houston-area stores to Kmart last year. The Chicago Sun
Times reported that the reorganization is not expected to
immediately affect the Chicago market, the largest and
best-performing market, with 35 stores. No store closings
are planned immediately, no local store employees will be
affected and store operations will remain the same.  
Eventually, one or two local stores may close. In the last
six months, shares of Venture's stock reached a high of
only $2.75 a share. Last Friday, shares closed at a six-
month low of 37 1/2 cents.


WESTMORELAND: Seeks Change in Counsel
-------------------------------------
Westmoreland Coal Company seeks an order authorizing
the withdrawal of Kay, Casto, Chaney, Love & Wise as
special counsel to the debtor, and the substitution of
Swartz & Stump L.C.

In a January 15, 1998, motion submitted to the court
in the Colorado District, the debtors assert that Mr.
Mark A. Swartz has been the only attorney associated
with Kay, Casto who has provided any services to the
debtor. Since Mr. Swartz terminated his association
with Kay, Casto and continues to practice law as a
partner in Swartz & Stump, the debtor wishes to
continue their relationship with Mr. Swartz as special
counsel.

                        
                        ---------

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S U B S C R I P T I O N   I N F O R M A T I O N   
  
Troubled Company Reporter is a daily newsletter, co-
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Debra Brennan, Editor.   
  
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