TCR_Public/981104.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
  Wednesday, November 4, 1998, Vol. 2, No. 216


APS HOLDING: Selling Assets To Management-Led Group
AMERICAN RICE: Hearing Set to Employ Jay Alix
ARROW AUTOMOTIVE: Taps Choate, Hall & Stewart
ARROW AUTOMOTIVE: Taps The Recovery Group
BONNEVILLE PACIFIC: Emerges From Bankruptcy

BOYDS WHEELS: Continued Hearing on Disclosure Statement
CITYSCAPE FINANCIAL: $250 Million Dip Has Final Court Okay
COMPREHENSIVE HOME HEALTH: Draws Offer of $4 Million
CRIIMI MAE: Seeks Order Authorizing Rejection of Leases
CRIIMI MAE: Taps Wasserstein Perella  as Financial Advisor

DOW CORNING: Posts 10 Percent Decline in Net Income
EQUALNET CORP: Committee Objects To Use of Cash Collateral
EQUALNET CORP: Committee Seeks Employment of Counsel
FPA MEDICAL: Granted Extension on Exclusivity Period
FASTCOMM COMMUNICATIONS: Disclosure Statement Hearing Set

FIRST COAST MEDICAL: Doctors Seek Involuntary Bankruptcy
GREATE BAY HOTEL AND CASINO: Objection to Claim Filed
GUY F. ATKINSON: Motion For the Appointment of an Examiner
HEALTHCOR HOLDINGS: Teetering On the Verge of Bankruptcy
INCOMNET: Receives $5-Million Bridge Loan

LEVITZ FURNITURE: Seeks To Extend Exclusive Periods
MCGINNIS PARTNERS: Seeks Substitution of Attorneys
MUSICLAND: S&P Raises Corporate Ratings
NATIONAL ENERGY: Announces Non-Payment of Bond Interest
ONE-STOP WIRELESS: Objection to Conversion

ONE-STOP WIRELESS: Reply to Motion For Chapter 11 Trustee
POCKET COMMUNICATIONS: Court OK's Election of FCC Options
SUNBELT NURSERY GROUP: Applies To Employ ERISA Accountant

SUN TELEVISION: Announces Decision To Liquidate
SYQUEST TECHNOLOGY: Suspends Operations
UNISON HEALTHCARE: Disclosure Statement Approved
WSR CORP: Seeks Employment Agreement With CEO


APS HOLDING: Selling Assets To Management-Led Group
APS Holding Corp. entered into a letter of intent Thursday
to sell eight distribution centers and 132 store locations
to a group led by two current company officers
and one former member of management. Although the auto
parts retailer didn't include the sale price in a form
filed with the Securities and Exchange Commission, APS
noted that a sale to the potential purchasers, led by
Senior Vice Presidents David Barbeau and Michael Preston,
and Eugene Lauver, a former senior vice president and
general counsel, is subject to a definitive purchase
agreement as well as financing, among other conditions.
(Federal Filings Inc. 03-Nov-98)

AMERICAN RICE: Hearing Set to Employ Jay Alix
A hearing has been set for November 9, 1998 at 9:00 am in
the U.S. Bankruptcy Court, Wilson Plaza North, 615 Leopard
Street, Corpus Christi, Texas to consider the application
of American Rice, Inc., debtor, to employ Jay Alix &
Associates as financial advisors.

ARROW AUTOMOTIVE: Taps Choate, Hall & Stewart
The debtor, Arrow Automotive Industries, Inc., debtor, is
seeking a court order authorizing the debtor to employ
Paul D. Moore and the law firm of Choate, Hall & Stewart
("CH&S") as its counsel in this case under a general

The debtor requires the services of counsel to provide
legal counsel and advice, to appear on its behalf and, in
general, for the proper performance of its duties under
the Bankruptcy Code.  The debtor has furnished CH&S with a
retainer which has a balance of approximately $35,675 as
of the Petition Date.  Subject to the court's approval,
BankBoston, NA and Norwest Business Credit, Inc., the
debtor's principal secured lenders have agreed  to a
carve-out of their pre-and post-petition liens and
collateral in the sum of $290,000 with respect to the
fees, costs and expenses of professionals.  The current
hourly rate charged by the firm's professionals ranges from
$115 to $375 per hour.

ARROW AUTOMOTIVE: Taps The Recovery Group
Arrow Automotive Industries, Inc., the debtor, seeks an
order authorizing it to employ The Recovery Group as
workout and turnaround consultants in this case.

The Recovery Group has provided such services to the
debtor for approximately 2 1/2 years prior to the Petition
Date.  The Recovery Group will be responsible for
providing an on-site crisis manager to assist the debtor's
management in improving production efficiencies, achieving
cost reductions, and rendering advice regarding the
consolidation of production and distribution facilities.  
The Recovery Group will also assist the debtor in all
financial and management advice and guidance, and will
assist in facilitating a sale of all or part of the
debtor's assets, and will assist in the development and
structuring of a plan of reorganization.  

During the one year prior to the Petition date the debtor
paid The Recovery Group the sum of $514,810.  The Recovery
Group will provide services billed out at hourly rates
ranging from $75 to $300.

BONNEVILLE PACIFIC: Emerges From Bankruptcy
Bonneville Pacific Corporation (OTC Bulletin Board: BPCO)
announced that it had emerged from bankruptcy
after almost seven years of operating in Chapter 11. The
Company's Chapter 11 Bankruptcy  Trustee (Roger G. Segal)
has turned control of the Company over to a new Board  of
Directors to the extent consistent with the Plan.

Although the Company has emerged from bankruptcy, certain
actions are required to be taken before the Plan is fully
consummated, including, but not limited to, distributions
to creditors pursuant to the Plan.

Approximately 17,280,000 shares of the Company's common
stock will be issued to creditors of the Company pursuant
to the Plan valued by the Bankruptcy Court at  $2.36 per
share.  Effective November 3, 1998, there will be a reverse
stock split of the Company's common stock.  As a result of
the reverse stock split, all of the shares of the Company's
common stock, including the shares issued pursuant to  
the Plan, will be reverse split on a 1-for-4 basis.  After
the issuance of shares pursuant to the Plan, the reverse
stock split and the cancellation of certain shares pursuant
to the Plan, there will be approximately 7,240,000  
shares of the Company's common stock issued and

On November 2, 1998, the new Board of Directors appointed
the following persons as officers of the Company:

Clark M. Mower           President
Steven H. Stepanek       Secretary
R. Stephen Blackham      Treasurer

The Company emerged from bankruptcy with the following

Bonneville Fuels Corporation is a wholly owned subsidiary
of the Company engaged, primarily, in natural gas and oil
production and sales in the Western United States.

Bonneville Nevada Corporation is a wholly owned subsidiary
of the Company which owns a 50% partnership interest in
Nevada Cogeneration Associates #1 ("NCA #1").  NCA # 1 is
the owner of an 85 megawatt natural gas fired cogeneration
project located near Las Vegas, Nevada. The other fifty
percent (50%) partnership interest in NCA #1 is owned by
Texaco Clark County Cogeneration Company, a subsidiary of
Texaco, Inc.

Bonneville Pacific Services Company, Inc. is a wholly-owned
subsidiary of the Company which is in the business of
operating power projects.

CONAV.  Bonneville Pacific Services Company owns an 88%
interest in CONAV, a Mexican corporation which owns a 4
megawatt power plant located near Navojoa, Mexico which is
currently in its start up stage.

Kyocera Project.   The Kyocera Project is a 3.2 MW gas
fired cogeneration facility located in San Diego,
California, which is owned directly by the Company.

The Company's management believes that as a result of the
reorganization of the Company, the Company is positioned to
continue with and to expand its current operations with a
solid financial base. The Company's management announced
that there had been some indications of interests from  
outside parties relating to the potential purchase of some
or all of the Company's assets.  The purchase price
discussed in the indications of interest is generally
consistent with the range of values generally discussed in  
Trustee's amended disclosure statement. The Company's Board
intends to review such inquiries in light of factors
including, but not limited to, the valuation set forth in
the Plan, current market conditions and additional
expressions of interest from other parties, if any.

The Company intends to seek a NASDAQ listing in the near
future in order to increase the liquidity and exposure of
the Company's common stock for existing and potential

BOYDS WHEELS: Continued Hearing on Disclosure Statement
The continued date of the Disclosure Statement Hearing in
the case of Boyds Wheels, Inc. and Hot Rods By Boyd,
debtors, is November 12, 1998 at 4:00 p.m. in the U.S.
Bankruptcy Court, 34 Civic Center Plaza, Santa Ana,
California.  The plan confirmation hearing is yet to be

CITYSCAPE FINANCIAL: $250 Million Dip Has Final Court Okay
Cityscape received final approval on Oct. 27 to enter a
$100 million debtor-in-possession financing agreement with
Greenwich Capital Financial Products Inc. and a $150
million DIP pact with The CIT Group/Equipment Finance
Inc. and Nomura Asset Capital Corp. Noting that Cityscape
has no other sources of working capital aside from the DIP
financing, the court concluded in separate orders that the
subprime lender's continued viability and future
reorganization depend "on the ability to advise vendors,
suppliers, and prospective mortgage borrowers that
[Cityscape] has sufficient financing availability to meet
its obligations." (Federal Filings Inc. 03-Nov-98)

COMPREHENSIVE HOME HEALTH: Draws Offer of $4 Million
A troubled Comprehensive Home Health Care Inc. could be
sold by the end of the year to another Wilmington-based
company looking to enter the home health care market.
Liberty Healthcare Services has offered to buy
Comprehensive, which has entered Chapter 11 bankruptcy, for
$4 million.

That's a fraction of the nearly $12 million creditors say
Comprehensive owes.  The deal isn't final. About 15 other
companies are interested in buying Comprehensive, said
bankruptcy trustee Jeb Jeutter. The $4 million sets the
lowest sale price, he said.

Medshares Inc., a Memphis-based home health care company,
and NPF IX, a Columbus-based financing company, forced
Comprehensive into bankruptcy in September. A federal
bankruptcy judge allowed the company to enter Chapter 11  
this month so it could restructure its debt and continue

Mr. Jeutter submitted a request to a judge in U.S.
Bankruptcy Court for permission to sell Comprehensive for
$4 million to Liberty or to the highest bidder. The company
has about 650 employees in 13 branches in the  Carolinas.

Comprehensive grossed $33 million last fiscal year,
according to Mr. Jeutter, though it was experiencing
financial troubles that caused it to seek management help
from Medshares earlier this year. The Memphis company took
over  management responsibilities in April and bought three
of Comprehensive's operations, the rehabilitation, pharmacy
and respiratory divisions.

But while Medshares was responsible for maintaining
Comprehensive's payroll and benefits, money intended for
employee benefits plans didn't make it to the  
proper accounts. That left a two-month gap in which
employees didn't have health insurance coverage and lost
money to retirement plans.

A class-action lawsuit was filed in August on behalf of all
the company's employees in North Carolina to recover money
used to pay bills during the insurance gap.  The benefits
gap reportedly was a nationwide problem among companies  
Medshares owns or manages.  The sale of Comprehensive could
help offset some of the company's  considerable debt.
Though Mr. Jeutter said he is disputing many of these  
claims, Comprehensive allegedly owes $1.5 million to
Medshares, $7.1 million to NPF and $2.1 million to
Medicare. The alleged Medicare debt is for overpayment
of federal funds to Comprehensive, Mr. Jeutter said.

The company served 8,000 clients and made 460,000 patient
visits last year.  Comprehensive's employees also are owed
an estimated $1 million for paid days off, Mr. Jeutter
said. Under the proposed agreement with Liberty, the buyer
would pay half of that.  Though the sale proceeds wouldn't
cover all the company owes, Mr. Jeutter said, selling to
Liberty would help the company and its patients. (Morning
Star Wilmington - 10/31/98)

CRIIMI MAE: Seeks Order Authorizing Rejection of Leases
The debtors, CRIIMI MAE Inc., et al., ("CMI") seek
authority to reject unexpired leases of nonresidential
real property.

The leases for the Regional Offices and the Security Lane
facility in Rockville, Maryland are the subject of this
motion.  The regional offices are in Memphis, Tennessee;
Marlborough, Massachusetts; San Francisco, California; and
Houston, Texas.

CMI has determined in the exercise of its business
judgment that rejection of the leases is in the best
interest of the bankruptcy estate and creditors, and that
these premises will no longer be useful to CMI in the
operation of its streamlined businesses.

CRIIMI MAE: Taps Wasserstein Perella  as Financial Advisor
CRIIMI MAE Inc., and its affiliated debtors seek an order
authorizing the employment of Wasserstein Perella & Co.,
Inc. as financial advisors for the debtors.  The services
of Wasserstein Perella are necessary in order to better
enable the debtors to execute three duties as debtors.  
The firm will meet with the company's management and
familiarize itself with the business and operations and
condition of the debtors.  The firm will advise and assist
the company, identify potential purchasers, provide
analysis and advice in connection with offers relating to
a sale, help develop strategies and tactics for the
company, assist in structuring any new debt, equity and/or
equity-linked securities, negotiate with relevant
constituents, help develop a plan of reorganization, and
participate in hearings.

Wasserstein Perella will be paid an initial fee of
$150,000 and a monthly advisory fee of $150,000 both of
which are to be fully credited against any fees identified
as "Exit Financing", DIP financing or sale or
restructuring services provided by the firm.

DOW CORNING: Posts 10 Percent Decline in Net Income
Bankrupt Dow Corning Corp. has posted a 10 percent decline
in net income to $57 million in the third quarter, compared  
with $64 million in the same period last year. The maker of
silicone for industrial and consumer products says global
sales for the quarter fell 4 percent to $648 million. Dow
Corning says sales in Asia have been sharply lower
all year, and those conditions have hurt other parts of the
world where sales have flattened. The company says sales in
the electronics and construction markets have been
particularly weak.

EQUALNET CORP: Committee Objects To Use of Cash Collateral
The Official Committee of Unsecured Creditors objects to
the sale of post-petition accounts, the use of cash
collateral, the granting of security interests, the
granting of adequate protection,  and the procedures and
hearing dates regarding a final order.

The Committee states that it must have a meaningful
opportunity to review the alleged security interests.  The
Committee has not yet had a such an opportunity.  The
Committee alleges that there is a direct attempt at
improper cross-collateralization, and that the prepetition
claims of RFC Capital Corporation  are improperly elevated
to super-priority status.  The cross-collateralization
attempted by the debtor and RFC is an impermissible means
of obtaining postpetition financing, to the detriment of
the unsecured creditors.  The Committee states that RFC
should not receive a replacement lien of a priority or
extent greater than its lien or interest, if any, as of
the Petition Date.  An attempt by RFC to immunize itself
from surcharge claims is premature.

The Committee also states that the carve out for
professionals of is insufficient.  The Committee states
that the interest rates, discounts and other charges
imposed by RFC should be limited, that no payments of
debts of affiliates should be permitted and that the
Committee should have equal access to the debtor's books
and records.

EQUALNET CORP: Committee Seeks Employment of Counsel
The Official Committee of Unsecured Creditors of Equalnet
Corporation, debtor, seek court approval to employ counsel
for the Committee.  On October 15, 1998 the Committee
voted to retain Smith, Gambrell & Russell LLP to serve as
counsel to the Committee. The firm will advise the
Committee as to its rights and duties, prepare necessary
motions, investigate the actions of the debtor, advise the
Committee in connection with the formulation of a plan,
consulting with the debtor and other parties in the case,
representing the Committee at hearings and other court
appearances, and performing other services in the best
interest of unsecured creditors.  The hourly rates of the
firm range from $90 per hour for a paralegal to $290 per
hour for an attorney.

FPA MEDICAL: Granted Extension on Exclusivity Period
FPA Medical Management Inc. announced it has received a 90-
day extension through mid-February and mid-April
respectively of the exclusive periods during which it can
file a plan of reorganization and solicit acceptances for
the plan, according to a newswire report. FPA filed its
disclosure statement and plan on Sept. 30. The terms of the
plan closely follow the terms of the pre-negotiated plan
term sheet agreed to by the creditors' committee.
Consensual negotiations continue among FPA, the lenders and
the committee. A hearing on the adequacy of the disclosure
statement has been rescheduled from Oct. 28 to Dec. 9. The
hearing for confirmation of the plan is set for Jan. 21.
(ABI 03-Nov-98)

FASTCOMM COMMUNICATIONS: Disclosure Statement Hearing Set
The debtor, Fastcomm Communications Corporation filed a
proposed plan of reorganization and a proposed Disclosure
Statement in connection with the plan on October 21, 1998.

A hearing will be held on December 1, 1998 at 11:00 am in
Courtroom III, Martin V.B. Bostetter, Jr. United States
Courthouse, at 200 South Washington Street, Third Floor,
Alexandria, Virginia 22314, to consider the adequacy of
the information contained in the Disclosure statement.  
Any objection to the adequacy of the information in the
Disclosure statement shall be filed on or before November
24, 1998.

FIRST COAST MEDICAL: Doctors Seek Involuntary Bankruptcy
Three doctors, Hormoz Khosravi, Brent Seibel and Daniel
McDyer, have petitioned a bankruptcy court to declare First
Coast Medical Group, their former employer, into chapter
11, The Jacksonville Business Journal reported. The doctors
allege that the group is not paying debts owed creditors
and that it is eligible for chapter 11. First Coast Medical
is a Florida area group managed by PhyCor Inc.; it once
included more than 100 First Coast doctors. Since spring
1997, First Coast has been accused of mismanagement by
doctors and the loss of membership. A dozen member doctors
sued the company in May, claiming that it failed to
properly administer their medical practices. An attorney
for the 12 doctors said they were sending $50,000 in
billings to PhyCor, and sometimes received only $800 in
return, but often nothing in return. PhyCor also reportedly
had problems with its billing and collection procedures.
The attorney has asked the bankruptcy court to appoint a
trustee to determine whether preferential payments were
made to creditors, if fraudulent transfers were made and if
assets can be turned over to the doctors. An attorney for
First Coast disputes the doctors' allegations and
said the bankruptcy petition was filed "for the bad faith
purpose of seeking settlement leverage" in other lawsuits.
First Coast's attorney said the three doctors breached
their employment contracts with First Coast by not giving
proper notice before terminating their employment and
by continuing to practice in competition with First Coast.
A conference is scheduled for Nov. 23. (ABI 03-Nov-98)

GREATE BAY HOTEL AND CASINO: Objection to Claim Filed
Robert Mazzeo filed a proof of claim against Greate Bay
Hotel and Casino, Inc., debtor and John Couchoud and
Carman Genearo and two other defendants for alleged
violations of the Conscientious Employee Protection Act.  
The claim was unsecured, nonpriority, in the amount of
$1.75 million.

The debtor states that Mazzeo negligently failed to lock
the debtor's beverage store room door, leaving it unlocked
for 30 minutes.  Genearo advised Couchoud to terminate
Mazzeo for failing to lock the door.

A hearing on the motion will be held on November 19-20,
1998 at 10:00 am.

GUY F. ATKINSON: Motion For the Appointment of an Examiner
On November 24, 1998, A.I. Credit Corp. will seek the
appointment of an examiner to conduct an investigation of
the debtor, Guy F. Atkinson Company of California and its
affiliated debtors.  The investigation will include
debtor's intercompany claims, whether the former
management of debtors made misrepresentations to
creditors, whether the liquidation is being conducted in a
manner that protects the interests of all the creditors
and each of the estates, and whether the exorbitant
professional fees in these cases is warranted.  A.I.
Credit Corp. is a holder in all three cases of an
unsecured claim of $2,361,989 and a secured claim of

A.I. Credit claims that the court must appoint an
examiner when certain debts of the debtor exceed $5
million. A.I. Credit states that the appointment of an
examiner in this case is in the interests of the
creditors due to among other reasons, debtors' conflict
of interest arising from the fact that the debtors'
estates have not been substantively consolidated, no
trustee has been appointed, and debtors are represented by
the same counsel.  This conflict of interest precludes the
debtors from investigating intercompany claims and former
management's prepetition conduct.  As of May 31, 1998, the
total of professional fees exceeded $8 million.  The
creditor states that the estates would be well served by
having an examiner investigate whether such professional
fees are reasonable and necessary.    The "confidential"
Liquidation Business Plan has not been discussed with, let
alone distributed to, the unsecured creditors.  Without a
separate creditors' committee having been appointed in the
GFA California case there is no entity in a position to
ensure that such liquidation is conducted in a manner that
protects the interests of GFA California's estate.

HEALTHCOR HOLDINGS: Teetering On the Verge of Bankruptcy
With a Dec. 1 $4.4 million coupon looming and only about $1
million in cash, the highly leveraged home healthcare
provider is reportedly talking with its bondholders. Its
$80 million in 11% senior notes, issued last December, were  
trading at 45.50 at presstime. How quickly the bonds have
declined could not be determined.  And, the company has
retained distressed specialist Chanin Kirkland Messina to
examine a restructuring or recapitalization, said Eric
Scroggins, an associate at Chanin. HealthCor has not
announced it retained Chanin. The firm  was retained
several weeks ago and will work in conjunction with Bear
Stearns, Scroggins said. He declined further comment.

In the meantime, HealthCor may not even have the $1 million
it reported it had in its second quarter 10Q. "I assume
that money is gone by now and they have essentially no
liquidity," said a high yield analyst, who requested  
anonymity. He cited Healthcor's continued heavy losses as
the reason.  Bear Stearns, which underwrote the offering
along with Chase Securities, is currently seeking a buyer
for HealthCor.   

On Sept. 30, the company announced it would try to sell
non-core assets to raise cash to pay the December coupon.
HealthCor Chairman and CEO Wayne Bazzle, in a telephone
interview with Mergers & Acquisitions Report last week,
said the company had signed a letter of intent to sell its
rehab equipment business. He declined to name the potential
buyer or disclose the price. The negotiations  were handled
in house, Bazzle said.  In addition to looking at
divestitures, HealthCor has also directed Bear to  
find a buyer for the whole company. Books have not been
sent out yet, Bazzle said. But he added that potential
financial and strategic buyers have approached the company
in recent weeks.

HealthCor's losses have been piling up since 1997, when the
$5 million market cap company reported a net loss of $15.6
million. The downhill trend continued during the first six
months of 1998, when it posted a net loss of $24 million.
For the second quarter, HealthCor lost $18.7 million on
revenue of $30.2 million, compared to a net loss of $3.3
million on revenue of $34.3 million for  the year-earlier
period.  Meanwhile, the company's share price, which fell
to 15 cents on Oct. 19, has more than tripled in value over
the last two weeks, closing at 50 cents at presstime.
Unfortunately, that's still roughly 93% off its 52-week
high of $6.87. (Mergers Acquisitions - 11/02/98)

INCOMNET: Receives $5-Million Bridge Loan
Software and hardware maker Incomnet Inc., Irvine, Calif.,
said it received a lender's commitment from a $5 million
bride loan to make payments in default with First Bank &
Trust of Newport Beach and MCI WorldCom Inc., The bridge
loan, due to close tomorrow, is subject to certain
conditions, bears interest on 15 percent per year
and is due on completion of the term loan expected to be
completed by Dec. 15. Incomnet's subsidiary National
Telephone & Communications (NTC) is under default
of certain obligations to secured creditors WorldCom and
First Bank. (ABI 03-Nov-98)

LEVITZ FURNITURE: Seeks To Extend Exclusive Periods
The debtors, Levitz Furniture Incorporated, et al., seek
an extension of the exclusive periods during which the
debtors may file plans of reorganization and solicit
acceptances for such plans.

The debtors request entry of an order further extending
the plan proposal period through and including March 1,
1999 and the solicitation period until May 1, 1999.

By extending the exclusive periods to these dates, the
exclusive periods will conform to the deadline established
by the court by which the debtors must file their
reorganization plan and disclosure statement.

Although the debtors state that they have made progress
toward rehabilitation, including streamlining operations
and disposing of certain significant assets, the debtors
need the extension in order to complete and test a long-
term business plan and to develop, negotiate and propose a
reorganization plan based on such a business plan.

The debtors state that cause exists for the extension of
the exclusive periods because the debtors' cases are large
and complex and due to the significant progress made in
the cases.  The debtors point out that a Bar Date is
established and they need to review and classify the
claims appropriately.  The debtors state that they are
working on a new warehouse configuration system that will
increase both efficiency and profitability; the debtors
have hired new merchandising employees, the debtors have
entered into a new $22 million term loan providing
substantial restructuring of the DIP facility, the debtors
have entered into a new credit card program with Household
Bank, and the debtors are optimistic about their new
business plan.

MCGINNIS PARTNERS: Seeks Substitution of Attorneys
McGinnis Partners Focus Fund, LP, Russia Value Fund, LP,
McGinnis Global Fund, Ltd., debtors are seeking an order
authorizing the employment of the law firm of Neligan &
Averch, LLP as counsel for the debtors in substitution of
Jeffers & Banack, Incorporated.

Neligan & Averch will be required to render the following
professional services:

To protect and preserve the estate of the debtors,
including the prosecution of actions on the debtors'
behalf; the defense of any actions against the debtors;
the negotiations of disputes in which the debtors are
involved; the preparation of motions, applications,
answers, orders reports and papers; and the formulation and
negotiation of a plan of reorganization.  The debtors will
pay the firm their standard hourly rates. The standard
billing rate of the partner anticipated to be the primarily
lead counsel in this case is $250 per hour.

MUSICLAND: S&P Raises Corporate Ratings
Standard & Poor's raised its corporate rating on the
Musicland Group Inc. to single-'B'-plus from single-'B' and
its subordinated debt rating to single-'B'-minus from

At the same time, Standard & Poor's assigned its double-
'B'-minus rating to the company's $182 million bank credit
facility. The outlook is now stable.

The upgrade reflects Musicland's improving performance,
particularly same-store  sales and operating margins, and
Standard & Poor's confidence that the company
will continue to make progress.  The ratings continue to be
based on Musicland's participation in the competitive music
and video retailing business and declining trends in mall
shopping, mitigated by a stabilization of operations.

Earnings before interest, taxes, depreciation, and
amortization (EBITDA) increased to $120 million for the
last 12 months, a dramatic improvement following four years
of gradually decreasing performance. Operations benefited  
from a 114-store closing program, expense reductions, lower
inventory levels, and a pick-up in industrywide music
sales. The environment is somewhat less competitive than
two years ago as mall-based music retailers have
consolidated stores and discounters have implemented more
rational pricing. Still, the retail music industry remains
extremely competitive and vulnerable to shifting  
consumer demand. Declines in mall traffic also continue to
have negative effects on Musicland, as about two-third of
the company's sales come from mall-based units.

Management plans to accelerate store growth in 1999, with a
net of 20 new stores expected. The revolving credit
facility should be adequate for seasonal working capital
needs and should also provide a cushion, if necessary, for  
meeting term loan maturities of $50 million due between
December 1998 and February 1999. The nation's largest
specialty music and video retailer, Musicland operates more
than 1350 stores including more than 700 mall-based  
music stores, approximately 400 mall-based video stores,
and 225 freestanding multimedia stores.

The bank facility is rated double-'B'-minus, one notch
higher than the corporate credit rating. The facility is
secured by common stock and the company's inventory, which
should provide protection to lenders. Lenders can  
expect to recover the entire amount of the loan facility in
the event of default or bankruptcy, based on Standard &
Poor's simulated default scenario.

NATIONAL ENERGY: Announces Non-Payment of Bond Interest
National Energy Group, Inc. (Nasdaq: NEGX) announced that
at this time it would not pay the interest of  
approximately $8.9 million due on November 2, 1998 in
connection with the Company's 10-3/4% Series B and Series D
Indenture Senior Notes due 2006.  The Indentures provide
that if the non-payment of interest continues for a period  
of 30 days, it shall constitute an event of default.  The
Company has sent correspondence to both Bank One, N.A. and
Norwest Bank, Minnesota, which has succeeded Bank One as
the Indenture Trustee, requesting a meeting with the
holders at the earliest mutually convenient date to discuss
the restructuring of the outstanding indebtedness.

The Company further announced that Miles D. Bender,
Chairman and CEO, will reassume the position of President
and responsibility for control of the Company's operations.  
Mr. Chuck Elsey, hired in April 1998 to assist in the  
internal reorganization and development of the Company's
business plan, is no longer with the Company.

Miles D. Bender stated, "In view of the decline in
commodity prices the last twelve months, the Company has
undertaken this year to evaluate and reorganize  
its internal management, workforce and drilling strategies,
which have resulted in significant reductions to G&A and
related expenses, lease operating costs and the Company's
drilling budget.  We have focused our drilling efforts on
lower risk, higher yield opportunities like the recently-
completed State Lease 2102 well in the East Bayou Sorrel
Field, Louisiana. Our business plan includes further
exploration and development, targeting the South Louisiana
area in  which the Company has been highly successful.  The
Company has engaged PricewaterhouseCoopers LLP and Weil
Gotshal & Manges LLP as financial and legal advisors to aid
in restructuring the Senior Notes."

National Energy Group, Inc. is a Dallas, Texas based
independent oil and gas exploration and production company,
headquartered in Dallas, Texas, with operations primarily
in Louisiana, Texas, and Oklahoma.

ONE-STOP WIRELESS: Objection to Conversion
The Executive Committee of Managing Partners of One Stop
Wireless of American, Inc., and its affiliated debtors
opposes the motion of the United States Trustee to convert
the cases from Chapter 11 to Chapter 7.

The Executive Committee represents the interests of 53
limited liability partnerships organized under Colorado
law.  The partnerships represented by the Executive
Committee hold unsecured claims against the estate of the
debtors of approximately $53 million.  The Executive
Committee represents the single largest block of debt in
these Chapter 11 cases.  

The Executive Committee believes that the best interests
of creditors would not be advanced by the conversion of
the cases to a Chapter 7.  In light of the fact that the
debtors are moving toward reorganization, that monetary
recoveries are being made and that there is no real danger
of a further diminution in the value of the debtors' asset
base, the Committee states that the motion of the U.S.
Trustee to convert is premature and should be deferred
until the parties have had a more substantial opportunity
to propose a consensual plan of reorganization.

ONE-STOP WIRELESS: Reply to Motion For Chapter 11 Trustee
One-Stop Wireless and its affiliated debtors reply to a
motion by Cellexis International Inc. for appointment of a
Chapter 11 Trustee.  Cellexis has not joined the U.S.
Trustee's motion to convert the case from a chapter 11 to
a chapter 7 case because Cellexis is aware that one or
more plans of reorganization will be proposed in the near
future.  The debtors are working on their plan of
reorganization and expect to file it with the court prior
to the hearing on the U.S. Trustee's Motion.  

The debtors state that no cause exists to appoint a
Chapter 11 Trustee.  Cellexis complains that the case has
been pending for many months without a plan being filed.  
However, the debtors state that consolidated cases involve
over 5000 investors, with assets in several states, and
that the plan will be filed at the next scheduled hearing.

Cellexis complains that the debtors have not attempted to
pursue preferences and other alleged transfers of estate
property.  The debtors state that they have taken
significant steps to recover funds.

The debtors state that their termination of active
business operations is not relevant to the appointment of
a Chapter 11 Trustee.  The debtors also state in response
to Cellexis' complaint that the professionals in the case
have pursued the highest dividend to creditors, that E.D.
Duncan has provided guidance on formulating a plan of
reorganization and that the debtors are tracing and
recovering all assets that constitute property of the
estate.  Cellexis alleges that the debtors have
engaged in some sort of fraudulent conduct, and the
debtors deny that there are any "missing funds."  The
debtors allege that the fact that their business
operations were not successful does not mean that the
debtors engaged in fraud.  In fact, the debtors state that
Cellexis was directly responsible for the debtors' failure
to run their business profitably.  The debtors reiterate
that the appointment of a trustee is unnecessary, would
result in delay, and would force the estate to incur
additional expense.

The court approved Pocket Communications' choice to retain
15 of its C-Block licenses and return 28 others to the
Federal Communications Commission under the agency's debt
restructuring option. However, the court instantly asserted
jurisdiction over the returned wireless licenses and
entered a preliminary injunction preventing the FCC from
transferring the licenses until Nov. 16. Essentially, the
order prevents the FCC from doing anything with the
licenses that would deprive the debtor-in-possession
lenders from seeking relief in their recently filed
fraudulent conveyance complaint. When the FCC notified the
company that the agency planned to revoke Pocket's licenses
and resell them at an auction next year, the lenders sought
a temporary restraining order preventing the revocation.
(Federal Filings Inc. 03-Nov-98)

POCKET COMMUNICATIONS: Court OK's Election of FCC Options
Upon the emergency motion of Pocket Communications, Inc.
and DCR PCS, Inc., debtors, the court grants the motion
authorizing debtors' election of FCC Options, and the
Supplements to the emergency motion for an order
authorizing the debtors' election of FCC Options.

Rickel Home Centers, Inc., debtor, filed a second interim
status report.  To date, Rickel and Congress have not
reached an agreement with regard to a claim of a  
$700,000. fee allegedly due Congress.

Rickel has until October 14, 1999 to assert a claim
against General Electric Capital Corporation ("GECC") with
respect to the sale of the Channel Home Center business by
GECC to Rickel in 1994.  To date, litigation has not been

A total of $985,813 has been recovered in preference
actions.  Rickel now has 3 employees, its sales tax refund
has been collected, its commercial accounts have been
reduced to $138,000, its utility and service vendor
deposits have been reduced to $231,000, and the number of
prepetition unsecured claims subject to ongoing review has
been reduced to approximately 262.  Rickel estimates that
the prepetition unsecured claims will ultimately be allowed
in the approximate aggregate amount of $20,940,000.

SUNBELT NURSERY GROUP: Applies To Employ ERISA Accountant
Sunbelt Nursery Group, Inc. and its affiliated debtors
desire to employ PricewaterhouseCoopers LLP for the
purpose of auditing the debtors' 401(k) plan.  The debtors
have received authority to terminate its 401(k) plan  The
debtors currently have an active pension plan referred to
as the Sunbelt Nursery Group Retirement Plan.  IRS
reporting requirements include the submission of an audit
report regarding activity under the plan.  The debtors are
requesting that PricewaterhouseCoopers LLP be authorized
to audit the 1997 financial statements and the period
through the plan termination; audit the statement of net
assets available for benefits of the plan as of December
31, 1997 and plan termination, and the related statements
of changes in net assets available for plan benefits -
with fund information for the year and period then ended,
and supplemental schedules as of and for the year ended
December 31, 1997 and plan termination, which are required
to be provided pursuant to the rules and regulations of
the Department of Labor.

The compensation agreement between the debtor and PWC
includes hourly rates ranging from $69 per hour for
administrative assistants to $410 for partners.

SUN TELEVISION: Announces Decision To Liquidate
Sun Television and Appliances, Inc. reported that after an
exhaustive review of its strategic alternatives to
reorganize, sell or liquidate the Company, it has  
decided to liquidate.  The Company said that a liquidator
for store inventory would be appointed by November 13, 1998
and that it expected to complete the liquidation and
subsequent store closings by the end of the year.
Approximately 2,800 employees will be affected as a result
of the liquidation. A core group of employees required to
assist with the liquidation and wrap-up of Company  
affairs will continue to work for a limited period of time.

R. Carter Pate, Chairman of the Board and CEO, said, "Over
the course of the last forty five days we have completed an
exhaustive review of potential alternatives to reorganize
or find a buyer(s) for the Company.  Regrettably, we
were unable to continue the chain as a going concern.  The
Company (in consultation with the Official Committee of
Unsecured Creditors) concluded that due to the continuing
decline in the Company's performance and the resulting  
lack of vendor support, the best alternative to maximize
the value of the  Company for its creditors is to sell the
Company or carry out an orderly  liquidation.  Our attempts
to sell the Company as a going concern have failed,  
therefore, liquidating the Company is the only viable
alternative. This decision was very difficult to make and
we regret the impact that it will have on our employees,
shareholders, vendors, creditors and other business

This action follows Sun's announcement on September 16,
1998 that it had filed a voluntary Chapter 11 Bankruptcy
Petition in the U.S. Bankruptcy Court -- District of
Delaware.  Sun had sought and received Bankruptcy
Court approval to close 29 of its 59 store locations on
October 8, 1998.

Sun Television and Appliances, Inc. is a regional specialty
retailer of consumer electronics, home appliance and office

SYQUEST TECHNOLOGY: Suspends Operations
SyQuest Technology, Inc. (NASDAQ:SYQT) announced today that
it has suspended operations and is considering alternatives
including filing a Chapter 11 petition under the  
Bankruptcy Code. The Company plans to maintain limited
support to its customers.  Under these circumstances,
SyQuest has requested a halt in the trading of its

UNISON HEALTHCARE: Disclosure Statement Approved
The court has approved the disclosure statement for Unison
HealthCare Corp.'s first amended joint reorganization plan,
which lacks the support of the ad hoc noteholders'
committee, and set a Dec. 9 confirmation hearing. Perhaps
most significantly, the amended plan incorporates a
settlement of the healthcare services provider's
preference lawsuit against former chairman Bruce Whitehead,
former director David Kremser, and entities they control.
In an Oct. 23 letter urging creditors to vote for the plan,
Unison President and Chief Executive Michael Jeffries
stated, "In the course of attempting to negotiate with
numerous and varied creditor constituencies, Unison lost
the support of an Ad Hoc Committee representing the
interests of the holders of certain notes issued by Unison.
Unison regrets this turn of events, but ultimately believes
that an expeditious restructuring will inure to the benefit
of all parties notwithstanding the position of the Ad Hoc
Committee." The official committee of unsecured creditors
and Omega Healthcare Investors Inc., a real estate
investment trust and the primary lessor of Unison's nursing
homes, support the proposed plan.. (The Daily Bankruptcy
Review and ABI Copyright c November 3, 1998)

WSR CORP: Seeks Employment Agreement With CEO
WSR Corporation, R&S/Strauss, Inc., National Automotive
Stores, Inc. and National Auto Stores Corp., debtors, are
seeking authority to enter into an employment agreement
with Alfred L. Woods as the debtors' CEO.

A hearing to consider the motion will be held on November
12, 1998 before The Honorable Mary F. Walrath, US
Bankruptcy Court for the District of Delaware, 824 market
Street, Wilmington, Delaware 19801.  The agreement
provides that Woods will receive an annual base salary of
$250,000 with the potential for an additional performance
bonus equal to 50% of his base salary and a benefits
package similar to that of the debtors' other senior

In the event that Woods is terminated by the debtors other
than for cause, Woods shall be entitled to the greater of
the remaining base salary under the agreement's two year
term, or one year's base salary, in addition to other
"Accrued Obligations" in the agreement.


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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 and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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