---

T R O U B L E D   C O M P A N Y   R E P O R T E R
     
   Friday, April 3, 1998, Vol. 2, No. 65              
                    
                   Headlines

AL TECH: Seeks Appointment of Retiree Representatives
AMERICAN SHIPYARD: Bankruptcy Hearing Postponed
ANGLO FABRICS: Seeks to Retain Professionals
BIG RIVERS: Court Overrules LG&E
DIXONS US HOLDINGS: Seeks Extension of Exclusivity

FIRST CENTRAL: Applies to Retain Shack & Siegel
GREATE BAY: Bank Objects to Use of Cash Collateral
GREATE BAY: Reports Fourth Quarter and Year-End Results
GREATE BAY: Switches Financial Advisors
HARRAH'S JAZZ: Judge to Decide if Contract is "New"

MARVEL ENTERTAINMENT: Seeks Ok On Panini Loan Extension
NAL FINANCIAL: CEO Bartolini Quits
NAMCO CYBERTAINMENT: Notice of Bar Date
PIE MUTUAL: FBI Initiates Criminal Probe
QUALITY DINO: Stay of Proceedings Terminated

RICKEL HOME: Court Approves Sale of Leases
SEARCH FINANCIAL: In Cash Collateral/Sale Pact with Fleet
STRAWBERRIES HOLDING: Seeks Extension of Exclusivity
US LEATHER: Prepack Bankruptcy Filing Can Save Time
US ONE: Brief in Support of Liquidating Plan

US ONE COMMUNICATIONS: Liquidating Plan Confirmed
V.O.C. ANALYTICAL: Files for Protection & Reorganization
VENTURE STORES: Wants to Assume Agreement with GE
ZENITH ELECTRONICS: Warns Bankruptcy Possible

                   *********

AL TECH: Seeks Appointment of Retiree Representatives
-----------------------------------------------------
AL Tech Specialty Steel Corporation is seeking an order
approving the appointment of Robert Kolodziej and Roger
Heyden as the authorized representatives of those persons
currently receiving and those who may be eligible in the
future to receive retireee benefits and who are not covered
by the debtor's collective bargaining agreements with the
United Steelworkers of America.

To supplement the initial request, Heyden requests that
three additional individuals be appointed, Charles Cutrona,
representative of salaried employees, Bruce Bouma,
representative of salaried retirees and Edward Marino,
representative of salaried retirees.


AMERICAN SHIPYARD: Bankruptcy Hearing Postponed
-----------------------------------------------
A hearing scheduled yesterday in federal Bankruptcy Court on
a proposal to get American Shipyard, in Newport, out of
bankruptcy has been postponed to April 30.  According to a
court spokeswoman, if the hearing had been held, the court
was to have received an amended disclosure statement from
the company, listing its assets and liabilities.

The court would use the information in determining the
viability of the proposal, she said.   On Friday, the court
held a cash-collateral hearing, which is required  
periodically to authorize the company to make its payroll
and pay its bills.

The shipyard is trying to come back from the management and
financial woes that landed it in Chapter 11 reorganization
in May 1996.  The plan to get the company out of bankruptcy
and into the hands of a new owner includes canceling the
existing stock and then issuing new stock to the  company's
unsecured creditors, who are owed $3 million.

Those creditors would assume the shipyard's debt in exchange
for the company's stock.   The new approach would allow a
prospective owner to buy the stock, instead of the actual
assets of the shipyard, at a more reasonable price.
(Providence Journal; 03/31/98)


ANGLO FABRICS: Seeks to Retain Professionals
--------------------------------------------
The debtor, Anglo Fabrics Company, Inc. is seeking an order
authorizing the retention of Fletcher, Tilton & Whipple, PC
as special litigation counsel to the debtor.

The debtor seeks to hire the firm in connection with a
prepetition action commenced by the debtor against the Town
of Webster.  The action may result in a recovery to the
estate in excess of $750,000.

Congress Financial Corporation, the debtor's primary pre-
petition lender was granted post-petition liens and security
interests in all of the debtor's assets including
recoveries, if any, in connection with this action.  The
debtor has agreed to retain the firm on a contingent fee
basis with Congress' consent.

The debtor is also seeking authorization to retain Getzler &
Co., Inc. as management consultant to the debtor.
Getzler was instrumental in reviewing and revising the
Budget prepared by the debtor, which was attached to the
financing order in the form requested by Congress.  
Currently the debtor owes Getzler $70,000 in both pre and
post petition fees.  Getzler will render general management
consulting services to the debtor and will review and
critique management's projections, observe operations and
report to Congress on its observations.  Getzler has agreed
to cap its pre and post petition fees and expenses at
$75,000.


BIG RIVERS: Court Overrules LG&E
--------------------------------
LG& E Energy Corp. brought a motion for an expedited hearing
to compel the debtor to abide by prior court orders and to
hold the proceedings under seal pursuant to a
confidentiality order.  The court overruled the motion and
ordered the parties to resume negotiations.


DIXONS US HOLDINGS: Seeks Extension of Exclusivity
--------------------------------------------------
The debtors, Dixons U.S. Holdings, Inc. and its affiliated
companies seek an extension of approximately 90 days from
March 30, 1998 through and including July 28, 1998 for the
exclusive right to file a plan as well as an extension
through September 28, 1998 of the period during which the
debtors will have the exclusive right to solicit acceptances
to such a plan.

The debtors recount their efforts to resolve these cases.  
The debtors completed the liquidation of their real and
personal property.  Burdensome leases were rejected and
those with value were marketed and sold, either to third
parties or back to the lessor. An agreement was reached with
retirees, and a partial resolution of the secured claim
asserted by Fretter was negotiated.  The debtors have also
commenced over thirty adversary proceedings.

Finally, the debtors claim that they remain in the best
position to negotiate and formulate a plan that is
acceptable to all of their various creditor constituencies.


FIRST CENTRAL: Applies to Retain Shack & Siegel
-----------------------------------------------
First Central Financial Corporation applied to the court for
an order authorizing the retention of Shack & Siegel PC as
special corporate counsel to the debtor, First Central
Financial Corporation.

The firm has represented the debtor for over four years, and
has been fully immersed in its business affairs.  The firm
is owed approximately $103,000 in pre-petition fees.


GREATE BAY: Bank Objects to Use of Cash Collateral
--------------------------------------------------
State Street Bank and Trust Company, as Indenture Trustee on
behalf of the holders of the 10 7/8% first mortgage notes of
debtor, GB Property Funding Corp. objects to the motion of
the debtor for an order authorizing the use of cash
collateral.

The Trustee complains that the debtor does not propose to
provide adequate protection to the trustee for use of its
cash collateral derived from casino operations and, denies
that the Trustee has such a lien or any other interest in
casino operation.

In addition, the Trustee states that the debtor has failed
to comply with the terms of the second interim order
authorizing use of cash collateral.  The debtor has not
furnished to State Street monthly statements of income and
cash flow and has not made its books and records available.  

The Trustee is the indenture trustee for the holders of the
Notes, issued in the original principal amount of $185
million.


GREATE BAY: Reports Fourth Quarter and Year-End Results
-------------------------------------------------------    
Greate Bay Casino Corporation (OTC Bulletin Board: GEAA)
today announced results for the fourth quarter and year
ended December 31, 1997.  Greate Bay reported a net loss for
the fourth quarter of $12.8 million, or $2.47 per share,
compared to a net loss of $9.8 million, or $1.88 per share,
for the fourth quarter of 1996.  The increased loss was
attributable to the write off of deferred financing costs
aggregating $6.5 million and related restructuring costs of
$500,000, partly offset by gains on asset dispositions.

On January 5, 1998, the company's primary subsidiary,
Greate Bay Hotel and Casino, the owner of the Sands Hotel &
Casino in Atlantic City, filed for Chapter 11 bankruptcy
protection which created defaults on both $182.5
million  of 10-7/8% first mortgage notes secured by the
Sands and on $85 million of 11- 5/8% senior notes issued by
another Greate Bay subsidiary, resulting in the  $6.5
million write off.

Greate Bay reported net revenues for the fourth quarter
of $57.4 million, compared to $63.5 million for the prior
year period, or a 9.6% decline. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") for  
the fourth quarter increased to $5.1 million, compared to
$4.1 million for the fourth quarter of 1996.  The Sands
reported a $3.2 million decrease in net revenues in the
fourth quarter, a 5.4% decline from the same period a year
ago and EBITDA of $3.2 million, compared to $2.7 million in
the final quarter of 1996.

For the year ended December 31, 1997, Greate Bay reported a
net loss of $20.6 million, or $3.96 per share, compared to a
net loss of $35.6 million or $6.86 per share in 1996.  Net
revenues for the year totaled $263.4 million, a 7.1%
decrease from revenues of $283.6 million in 1996. EBITDA
totaled $38.4 million, as compared to $22.5 million for
1996, but still well below 1995 EBITDA of $52.7 million due
to continuing sub-par results at the Sands for the  
second consecutive year.

Sands net revenues totaled $256.3 million for 1997, a
3.2% decline compared to $264.8 million for 1996.  EBITDA
totaled $28.4 million for 1997, as compared to $15.6 million
in 1996, primarily as a result of planned reductions
in  operating expenses, but still significantly below 1995
EBITDA of $44.2 million.


GREATE BAY: Switches Financial Advisors
---------------------------------------
Greate Bay Hotel and Casino Inc. and its affiliates
requested entry of an order authorizing the employment and
retention of Ladenburg Thalmann & Co., Inc. as financial
advisors to the debtors.  At the hearing, the court
determined that an amendment to the indemnity provisions was
necessary.  The parties were unable to agree on new
language, and the debtor is now seeking approval to engage
the services of Chanin and Company, LLC and to terminate the
services of Ladenburg.

Chanin will be paid a financial advisory fee of $75,000 per
month and a restructuring fee of $350,000 payable upon the
effective date of a plan of reorganization by the company.


HARRAH'S JAZZ: Judge to Decide if Contract is "New"                      
---------------------------------------------------
A local judge said she will decide Friday if a revised
contract for the New Orleans casino is new and different or
just a retreaded model of what was in place.  State District
Judge Janice Clark told a swarm of lawyers who descended on
her court Monday to come back at 2 p.m. Friday to hear her
ruling.

State Sen. Max Jordan, R-Lafayette, has sued to stop the
Gaming Control Board from making a final decision on a
revised casino contract, saying it is a new deal that
requires legislative approval.  Jordan's suit is joined with
one by state Sen. Ron Bean, R-Shreveport, a casino
supporter. Bean sued to clear up the dispute over a legal
opinion by the  state Attorney General's Office that the
Gaming Control Board can sign a renegotiated deal.

No matter what Clark decides, "we want it to go to the
Supreme Court to get it decided as quickly as possible,"
said Cheney Joseph, executive counsel to  Gov. Mike Foster.

Foster wants the contract approved. His leadership in the
Legislature asked for the legal opinion after Foster lost
support for ratification of the pact in the Legislature.
In approving the revised pact, the gambling board agreed not
to execute it until the Supreme Court has ruled on whether
legislative approval is required.

Foster has warned that without a contract, the bond holders
and Harrah's will sue the state and win. That would make the
state liable for at least $500 million in damages, Foster
has said.

There is a May 5 bankruptcy hearing slated for the casino
contract. It is possible the project could be liquidated if
the bankruptcy judge is not happy with the progress of the
revised contract.  (Advocate Baton Rouge - 03/31/98)


MARVEL ENTERTAINMENT: Seeks Ok On Panini Loan Extension
-------------------------------------------------------
Marvel Entertainment Group Inc. Chapter 11 Trustee John
Gibbons has asked the court for approval to extend unit
Panini S.P.A.'s loan termination date from March 31 to Sept.
30.  Under an August 1997 agreement, Chase Manhattan Bank as
agent for itself and a syndicate of lenders agreed to
provide up to 27 billion Italian Lire ($15 million) of
financing to Panini, and Marvel guaranteed the Italian
subsidiary's obligations.  Gibbons asserted that the status
of Marvel's case and the fact that the company is still
working toward a sale of Panini led the parties to request
the extension.  (Federal Filings, Inc. 31-Mar-1998)


NAL FINANCIAL: CEO Bartolini Quits
----------------------------------
NAL Financial Group (Nasdaq: NALF) of Fort Lauderdale filed
Chapter 11. Its stock plunged 54 percent to close at 6 cents
a share, down from its June 1996 high of $16. Robert
Bartolini quit as president and CEO of the company. NAL
Financial was among the subprime lenders - companies that
loan money to consumers with poor credit - caught in the
industry's downturn. Many lenders lost money on risky loans.
Last year, shareholders filed a slew of suits accusing the
company of misrepresenting the strictness of its
underwriting guidelines.  (South Florida Business Journal -
03/27/98)


NAMCO CYBERTAINMENT: Notice of Bar Date
---------------------------------------
The court in the case of Namco Cybertainment Inc., debtor,
has established May 26, 1998 as the Bar Date for the filing
of proofs of calim.  Theat is the last date for creditors
who wish to assert a  claim against the debtor arising prior
to January 29, 1998 to file such claim.


PIE MUTUAL: FBI Initiates Criminal Probe
----------------------------------------
The FBI has launched a criminal investigation into the
failure of PIE Mutual Insurance Co., once the state's
largest medical malpractice insurers.  Agents from the
Cleveland office of the FBI seized an unknown number of  
items from PIE headquarters in Cleveland on March 6.

John Joyce, supervising agent for white-collar criminal
investigations, confirmed the seizure of items under a
sealed subpoena issued by U.S. District Court for the
Northern District of Ohio. He declined to discuss the scope
of the probe.

Citing fraud, forgery and embezzlement at PIE, the Ohio
Department of Insurance won a Dec. 14 court order placing
the company under rehabilitation.  Last month, the
department said PIE had a deficit of at least $300 million  
as of Sept. 30 and must undergo liquidation immediately to
avoid mounting costs.   The FBI said it will issue
regulators an inventory of items seized, said  
Terri Leist, spokeswoman for the insurance department.

"They're doing an investigation and we're cooperating with
them," Leist said.  Among the items seized by the FBI was a
personal computer used by ousted CEO  Larry E. Rogers. That
computer had been removed from PIE headquarters on the  
eve of a Dec. 11 court order that gave the Ohio Department
of Insurance control of the company's property.

Just prior to the rehabilitation order from Franklin County
Common Pleas Court, PIE's board of directors voted to fire
Rogers and top executives James E. Marietta, CFO and
treasurer, and Martin L. Udisky, general counsel
and  secretary. Dr. Herbert Bell, chairman of the board,
also was removed from his post as chairman.

The insurance department is demanding the return of
$11.5 million paid to the three executives in 1997, months
before the company was taken over by regulators.
Meanwhile, a group of insurance companies has been
discussing a possible plan to avoid a liquidation of PIE and
the management of claims through the Ohio Insurance Guaranty
Association.

At the request of the insurers and PIE board members,
Judge Michael Watson last month delayed action on
liquidating the company, pending a hearing March 23.
(Business First of Columbus; 03/13/98)


QUALITY DINO: Stay of Proceedings Terminated
--------------------------------------------
Quality Dino Entertainment Ltd. announced that further to
its Press Release of March 27,  1998, its major secured
creditors obtained an Order in the Ontario Court (General
Division) whereby  the stay of proceedings against  the
Company under the Companies Creditors' Arrangement Act
("CCAA")  was terminated.  The Order further provided for
the  appointment of  Mintz & Partners Limited as Receiver
and Manager.

Quality Dino Entertainment Ltd. is primarily engaged in the  
acquisition,  production, marketing and distribution of
recorded  music, video and consumer products in North
America.  The Company distributes these products under the  
"Quality" and "Quality Special Products" labels.


RICKEL HOME: Court Approves Sale of Leases
------------------------------------------
The court entered an order on March 6, 1998 authorizing the
debtor to sell 41 nonresidential real property leases to
Staples, Inc. for a total purchase price of $35,500,000 and
to assume and assign to Staples the leases.  All sums due
Congress Financial Corporation and West Windsor Holding
corporation, lenders, will be paid from the purchase price.


SEARCH FINANCIAL: In Cash Collateral/Sale Pact with Fleet
---------------------------------------------------------
Search Financial Services Inc. is seeking court approval of
a stipulation with Fleet Bank N.A., subsidiary MS
Financial Inc.'s lender, pursuant to which Fleet has
consented to the use of its cash collateral through May 2
and has become a "backup buyer of last resort if no superior
offers emerge" for the unit's assets.  The agreement
provides that the subsidiary's assets must either be sold
by May 6 or Fleet will receive all of its collateral.  A
hearing on the matter is set for April 9. (Federal Filings
Inc. 31-Mar-1998)


STRAWBERRIES HOLDING: Seeks Extension of Exclusivity
----------------------------------------------------
Milford Resolution Inc., and Strawberries Holding, Inc. as
debtors filed a motion for an order extending the debtors'
exclusive periods in which to file a plan or plans of
reorganization and solicit acceptances thereof.

The debtor seeks a sixth extension of its exclusive filing
period for approximately forty-five days, to and including
May 28, 1998 and an extension of its solicitation period for
forty-five days, to and including July 27, 1998.

The debtors claim that substantial progress has been made in
this case.  The sale process culminated in the closing of
the purchase agreement whereby the debtors sold
substantially all of the debtors' assets to Record Town Inc.
a wholly owned subsidiary of Trans World Entertainment
Corporation.

The debtors believe that a consensual plan process provides
the best means of maximizing value for all creditors.  The
debtors and the Official Committee are now in the midst of
discussions regarding the term sheet.  Once agreed upon, the
debtors will need this extension to permit adequate time to
document and finalize a plan of liquidation.


US LEATHER: Prepack Bankruptcy Filing Can Save Time
---------------------------------------------------
If United States Leather Inc. pulls off a prepackaged
bankruptcy filing, it will have used a legal shortcut to
remove from smaller bondholders considerable power over a
reorganization plan.

However, the value of the stock those bondholders get in
return remains to be seen.

Often, as in the case with U.S. Leather, a handful of
institutions hold most of the bonds, with the rest widely
scattered. Because half of the bondholders must agree to a
plan, this gives smaller bondholders a lot of leverage over
the final outcome. They can delay the process, making it  
costly and disruptive to management, according to local
bankruptcy attorneys. The prepackaged bankruptcy
essentially removes power from smaller bondholders  
because they cannot keep a company tied up in court in an  
effort to gain leverage, bankruptcy officials said.

U.S. Leather is seeking approval for a plan, creating a
document very much  like the one that will be filed in
bankruptcy court. That document is to be circulated among
creditors for a vote starting Wednesday.

Quick approval would have another plus for bondholders who
are no longer receiving interest payments. Because the
Securities and Exchange Commission usually views the
documents filed in a bankruptcy case as the  same as
stock  registration papers, the new shareholders will be
able trade or keep their stock, depending upon how they read
the future of the firm.

By selling their stock, creditors can get something right
away, even if it is less than what they lent in the first
place.  Or they can keep the stock and bet on the future of
the firm.

In the nine months that ended Sept. 30, the most recent data
available publicly, U.S. Leather lost $26 million before
considering any tax impacts.  But that is not the number
that will be most important to the shareholders   
of a post-bankrupt U.S. Leather.  Of the loss, $14 million
was interest expense, $7 million was the result of  a write-
off from the sale of two subsidiaries and $3 million was
chalked up to  "amortization of intangible assets,"
essentially a non-cash expense having to do with prior
financial arrangements.

Considering just the cost of producing and selling its goods
and  administrative expenses, for the first nine months of
last year, U.S. Leather lost about $2 million on sales of
$242.4 million.  That is a loss of less than 1% on sales,
surely a gap that can be closed by an astute management
undistracted by financial woes.

As its creditors consider the all-important "prepack"
document and figure out how much stock they will get, that
is a number they'll focus on.  (Milwaukee Sentinel Journal -
03/31/98)


US ONE: Brief in Support of Liquidating Plan
--------------------------------------------
US One Communications Corp. and its two subsidiaries, as
debtors, submitted a Brief in support of the confirmation of
their First Amended Joint Chapter 11 Liquidating Plan.
The Brief provides the debtor's legal support for the plan.  
The debtor asserts that the plan complies with the
applicable provisions of Title 11, that the plan complies
with both the mandatory and permissive provisions of the
bankruptcy code and that the plan is in the best interest of
each creditor and equity security holder.

The debtors have received two objections concerning the
plan; from the IRS and 230 Congress Street Limited
Partnership.  The debtors ask that the court overrule these
objections in their entirety.

Class 1 neither voted to accept nor reject the plan, Class 2
(Congress) voted to reject the plan, and Class 5 (common
stock) interests receive no distributions and are deemed to
have rejected the plan.  Consequently the "cramdown"
provisions are applicable to those three classes.

The court approved the debtors' Disclosure Statement.  The
debtors do not believe an alternative Chapter 11 plan can be
formulated that provides greater distribution to creditors
and holders of equity interest than is provided under the
plan.


US ONE COMMUNICATIONS: Liquidating Plan Confirmed
-------------------------------------------------
The court yesterday confirmed US One's joint liquidating
plan, which is expected to be effective on April 10.  The
U.S. Government's objection to confirmation of the plan was
withdrawn. (Federal Filings Inc. 31-Mar-1998)


V.O.C. ANALYTICAL: Files for Protection & Reorganization
--------------------------------------------------------   
V.O.C. Analytical Laboratories (Nasdaq: VOCA) of Boca
Raton has announced that it filed for reorganization and
protection under Chapter 11 of Federal Bankruptcy laws,
effective Feb. 26. The decision to reorganize under
Chapter 11 protection was reached by management when
negotiations for bridge financing  broke down prior to an
anticipated $5 million equity offering.

The failure to reach full agreement in negotiations,
involving the secured lenders and the bridge financing
source, disrupted V.O.C.'s ability to complete
its equity offering.  (South Florida Business Journal -
03/27/98)


VENTURE STORES: Wants to Assume Agreement with GE
-------------------------------------------------
Venture Stores, Inc., debtor, is seeking court authority to
assume a retail purchase agreement with General Electric
Company.  Venture may first utilize a $79,000 credit that GE
owes Venture.  The amount of consigned goods on hand on
January 20, 1998 was $198,237.  Venture has agreed to honor
its obligations to GE with respect to those consigned goods
under the Retail Purchase Agreement, including prompt
payment to GE for amounts of consigned goods sold after the
Chapter 11 filing.

Pursuant to the agreement, GE will continue to send goods to
the debtor, upon court approval of this agreement, and the
credit terms and amount of the product shall be the same as
pre-petition, but the credit terms are 5 days.


ZENITH ELECTRONICS: Warns Bankruptcy Possible
---------------------------------------------
Zenith Electronics Corp. warned on April 1, 1998 that it may
be forced into bankruptcy.  Zenith's stock plunged 27
percent.  The company reported a quarterly loss of $155.7
million compared to a loss of $69.3 million for the same
period a year earlier.  Sales fell to $347 million from $427
million and the company announced it was undertaking a
restructuring to bring down its costs.

The company secured a line of credit from majority
stockholder, LG Electronics Inc, that will keep it going
through June 30. If LG Electronics refuses to provide
additional financing or if Zenith fails to find additional
investors, the company may have to seek Chapter 11
protection according to Zenith's chief executive, Jeffrey
Gannon.

                  *********

A listing of meetings, conferences and seminars appears
each Tuesday.   

Bond pricing, appearing each Friday, is supplied by DLS   
Capital Partners, Dallas, Texas.    
      

S U B S C R I P T I O N   I N F O R M A T I O N   
  
Troubled Company Reporter is a daily newsletter, co-
published by Bankruptcy Creditors' Service, Inc.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   
  
Copyright 1998.  All rights reserved.  This material
is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly
prohibited without prior written permission of the
publishers.   
  
Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.   
  
The TCR subscription rate is $575 for six months   
delivered via e-mail.  Additional e-mail subscriptions
for members of the same firm for the term of the initial   
subscription or balance thereof are $25 each.  For   
subscription information, contact Christopher Beard
at 301/951-6400.  
       
         * * *  End of Transmission  * * *