---

T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Wednesday, March 17, 1999, Vol. 3, No. 52

                   Headlines

BARNEY'S: Post-confirmation Report
BISCAYNE APPAREL: Court Approves Asset Purchase Agreement
BLACK WARRIOR WIRELINE: Announces Funding Agreements
BRAZOS SPORTSWEAR: Employee Retention Plan
BROTHERS GOURMET: Hearing To Consider Disclosure Statement

CRIMII MAE: Reaches Accord With Citigroup Entities
CROWLEY MILNER: Seeks Time To Assume/Reject Leases
FINE HOST: Kirkland Objects To Disclosure Statement
GENEVA STEEL: Restricts Capital Spending
GREATE BAY: Reaches Agreement With Noteholders

IMARK TECHNOLOGIES: Court Confirms Plan
JUMBOSPORTS: Taps Wood Enterprises, Real Estate Consultant
LEVITZ FURNITURE: Seeks To Lease Las Vegas Property
MERCURY FINANCE: Emergence From Chapter 11 Expected
NEVADA BOB'S: Management Team and Financing Secured

ONEITA INDUSTRIES: Layoffs Can Begin Next Month
PHILLIPINE AIRLINES: Creditors Agree To Proposed Plan
PRIMESTAR: Bondholders May Block Sale
RECYCLING INDUSTRIES: Grossman Seeks Court Order
RINCON ISLAND: Authority to Use Cash Collateral Extended

RINCON ISLAND: Seeks Bar Date of June 11, 1999
RIO GRANDE: Exco Moves Closer To Acquisition
SERVICE MERCHANDISE: Involuntary Petition Filed
SYSTEMS COMMUNICATIONS: Case Dismissed
TECHNIMAR INDUSTRIES: Meeting of Creditors

UNITED COMPANIES: Stock De-Listed On March 5
USCI INC: Notified Of Default Under Loan Agreement
USTEL: Files For Reorganization
VOICE IT WORLDWIDE: Order To Employ Counsel
WESTMORELAND COAL: Offers To Purchase Preferred Stock

WINDSOR ENERGY: Seeks Bar Date of June 11, 1999
WORLDWIDE DIRECT: Seeks Time To Assume/Reject Leases

                  *********

BARNEY'S: Postconfirmation Report
---------------------------------
The reorganized debtors in the Barney's Inc. et al. Chapter
11 case report that all conditions precedent to
consummation of the plan have been satisfied or waived.

Isetan has been issued 913,061 shares of New Common Stock
as provided in the plan. Isetan received in excess of $23
million on account of its various administrative and other
claims against the debtors.  Title to the Madison Avenue
Property, the Beverly Hills Property and the Chicago
Property was transferred to Isetan.

The Pressman family members have been distributed in the
aggregate, 1.5% of the new Common Stock outstanding on the
Effective Date.  In addition $50,000 has been distributed
to Pressman Family members on account of their equity
interests in Barney's, the first installment of consulting
payments to those Pressman family members who have remained
as consultants to Barney's, and the first installment of
the cash payment due to Nanelle under the Pressman
Settlement have all been made.  The Equipment Lessors
Settlement has also been consummated.


BISCAYNE APPAREL: Court Approves Asset Purchase Agreement
---------------------------------------------------------
Biscayne Apparel, Inc. Of Florida filed SEC FORM 8K
reporting that "on March 4, 1999 the United States
Bankruptcy Court for the Southern District of New York
entered an order approving the Asset Purchase Agreement
(the "Asset Purchase Agreement") dated  February 5, 1999 by
and among the Registrant's subsidiaries, M&L International,  
Inc. ("M&L"), M&L International (H.K.) Limited (together
with M&L, the  "Sellers"), M&L International Group, LLC,
M&L Hong Kong, Ltd. and Amerex (USA)  Inc. (collectively,
the "Buyer").  The Bankruptcy Court Order authorized M&L to  
sell a substantial portion of its assets and operations
(the "Assets") free and  clear of all liens, claims and
encumbrances and authorized the assumption and  assignment
of certain contracts." "As a result of the Bankruptcy Court
Order,  on March 5, 1999 the Sellers consummated the sale
of the Assets to the Buyer  pursuant to the terms of the
Asset Purchase Agreement for a purchase price (the  
"Purchase Price") of $2,634,020, which was paid in cash.  
The Purchase Price is  subject to adjustments to be made
within sixty (60) days of the closing date.   The
proceeds from the Purchase Price were disbursed as follows:
(a)  approximately $98,374 was paid to certain creditors of
Sellers to cure default amounts, (b) $200,000 was deposited
with an escrow agent pending Purchase Price adjustments,
and (c) approximately $2,335,645 was paid to the agent for
the secured bank lenders to pay certain loans due under the
Registrant's Loan Agreement with such lenders.  The
Purchase Price was based on a certain agreed upon value for
the Sellers' inventory and operating costs and expenses
incurred  by Sellers from January 1, 1999 through the
Closing Date, less certain interim  gross profit earned by
the Sellers from January 1, 1999 through the Closing  
Date."(States SEC - 03/15/99)


BLACK WARRIOR WIRELINE: Announces Funding Agreements
----------------------------------------------------
Black Warrior Wireline Corp. (OTC Bulletin Board: BWWL)
announced today that it received additional fundings from
its largest creditor and principal deferral from its
largest senior creditor.

SJMB, L.P. has entered into a loan agreement with Black
Warrior and advanced  $2.5 million to be used to provide
working capital and to fund capital expenditures.  In
connection with this loan, SJMB received warrants to
purchase common stock at $1.50 per share.  The transaction
also involved various amendments and ratification of
existing guaranty and security documents.

John Thompson, President of SJMB, L.P., confirmed, "Our
continued funding of Black Warrior is confirmation of our
continued support of the company.  We remain committed to
Bill Jenkins and his team and believe that their efforts  
are ensuring the long term success of the company."

In addition to receiving the SJMB, L.P. monies, Fleet
Capital, Black Warrior's largest senior creditor, agreed to
forgo full principal payments through June 1999.  The
principal reductions were negotiated and agreed to under
the recently signed February 17, 1999 Forbearance Agreement
and Amendment to Loan and Security Agreement.

Bill Jenkins, President of Black Warrior, responded, "Both
Fleet and SJMB have been extremely accommodating to work
with throughout the recent downturn in the market.  We are
encouraged by Fleet's continued cooperation which is
evidenced by its willingness to defer principal during this
turnaround period."

The combined impact of additional funding from SJMB and
principal deferral by Fleet, will greatly contribute to
Black Warrior's plan for addressing the business problems
arising from recent depressed prices for crude oil, as well  
as taking advantage of selected and focused new business
opportunities in South Texas and offshore in the Gulf of
Mexico.


BRAZOS SPORTSWEAR: Employee Retention Plan
------------------------------------------
The debtors, Brazos Sportswear, Inc., et al., seek
authorization to implement a comprehensive employee
retention plan pursuant to which 90 critical employees
would be eligible to receive a stay bonus and the debtors
would be authorized to assume a certain employment
agreement with F. Clayton Chambers, Vice president, CFO,
Treasurer, secretary, ad a director of Brazos Sportswear,
Inc.  Based on the recommendation of CEO Gilbert C. Osnos,
the debtors expect that the aggregate cost of the employee
retention plan will be approximately $1 million to $1.1
million.


BROTHERS GOURMET: Hearing To Consider Disclosure Statement
----------------------------------------------------------
The hearing to consider approval of the proposed joint
disclosure statement of Brothers Gourmet coffees, Inc., et
al. is continued until April 14, 1999 at 2:00 PM.  The
hearing on the motion of the debtors for an order setting
the date, time and place for a hearing to consider
confirmation of the debtors' consolidated plan of
reorganization is also continued to April 14, 1999 and the
application of the debtors for authority to retain Ernst &
Young LLP as accountants and auditors for the debtors, and
the objection of the Committee to such order will also be
heard on April 14, 1999.


CRIMII MAE: Reaches Accord With Citigroup Entities
--------------------------------------------------
CRIIMI MAE Inc. (NYSE:CMM) has reached an agreement with
Citicorp Securities, Inc. (Citicorp Securities) under which
the parties will adjourn certain pending litigation for
a four month period.  This litigation involves certain
subordinated tranches of commercial mortgage-backed
securities (CMBS) with a face amount of approximately $39.7
million, which have been in dispute since October 1998,  
when CRIIMI MAE filed for protection under Chapter 11 of
the U.S. Bankruptcy Code. The agreement adjourns the trial
that had been scheduled to begin on March 8, 1999 in the
U.S. Bankruptcy Court in Greenbelt, Maryland.

The agreement also provides that, subject to Bankruptcy
Court approval, Salomon Smith Barney in cooperation with
CRIIMI MAE will sell two classes of investment  grade CMBS
known as CRIIMI MAE CMBS Corp. Commercial Mortgage
Loan Trust  Certificates, Series 1998-1.  The company,
prior to its Chapter 11 filing, had intended to sell these
two investment grade classes of CMBS.

Under the third part of the agreement, subject to
Bankruptcy Court approval, Citicorp Real Estate, Inc. in
cooperation with CRIIMI MAE will sell commercial mortgages
sourced last year by CRIIMI MAE.  The loans, with a
face amount of  approximately $370 million, had originally
been intended for securitization.   If the sales are
successful, CRIIMI MAE intends to use its portion of any
net proceeds in connection with funding its reorganization.

"Today's announcement represents the fourth such agreement
we have reached since December," said CRIIMI MAE chairman
William B. Dockser. "This is another important step toward
our goal of successfully emerging from Bankruptcy
Court protection.  It facilitates our ongoing efforts to
develop and propose a  reorganization plan in the next few
months."

On December 7, 1998, CRIIMI MAE announced agreements with
two major creditors,  Merrill Lynch Mortgage Capital Inc.
and German American Capital Corporation,  under which
CRIIMI MAE and these creditors agreed on the use
of the monthly  cash flows from 13 classes of CMBS.  On
January 15, 1999, CRIIMI MAE announced an agreement with
Morgan Stanley & Co. International Limited on suspending  
litigation and selling investment grade CMBS from CRIIMI
MAE Commercial  Mortgage Trust, Series 1998-C1.

On March 5, 1999, Morgan Stanley, Dean Witter & Co sold
$205 million face amount of investment grade CMBS from
CRIIMI MAE Commercial Mortgage Trust, Series 1998-C1.

Proceeds of the sale will be used to pay off $142 million
of short-term financing provided to the company by Morgan
Stanley.  In addition, CRIIMI MAE will receive
approximately $17.5 million in net proceeds from the sale
for use in funding its reorganization.

Prior to filing for protection under Chapter 11 of the U.S.
Bankruptcy Code,  CRIIMI MAE intended to sell these bonds
and had engaged Morgan Stanley & Co.  Inc. to assist in the
process.  As a result of the conclusion of the sale,  
CRIIMI MAE's litigation against Morgan Stanley has been
resolved with respect  to these bonds to the satisfaction
of both parties.

In another recent development, on February 24, 1999, the
U.S. Bankruptcy Court entered an order extending the
company's exclusive period to file a plan of reorganization  
through May 11, 1999.  That order revised the previous
order entered on February 2, 1999 granting CRIIMI MAE a
six-month extension of exclusivity through August 2, 1999.

After several interested parties asked the court to
reconsider its February 2, 1999 order, the Court, on
February 24, 1999, issued a "bridge order"
granting  exclusivity through May 11, 1999.  On that date
the Court will conduct a hearing on CRIIMI MAE's original
motion for a six-month extension. During the  exclusivity
period, CRIIMI MAE has the exclusive right to prepare
and file a  plan of reorganization with the Bankruptcy
Court.

On October 5, 1998, CRIIMI MAE and two affiliates filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.  
Before filing for reorganization,  CRIIMI MAE had been
actively involved in acquiring, originating, securitizing  
and servicing multifamily and commercial mortgages
and mortgage related assets  throughout the United States.
Since filing for Chapter 11 protection, CRIIMI  MAE has
suspended its loan origination, loan securitization and
CMBS  acquisition businesses. The company, however,
continues to hold a substantial  portfolio of subordinated
CMBS and, through its servicing affiliate, acts as a  
servicer for its own as well as third party
securitizations.


CROWLEY MILNER: Seeks Time To Assume/Reject Leases
--------------------------------------------------
Crowley, Milner and Company, and its wholly owned
subsidiary, Steinbach Stores, Inc. seek additional time to
conclude the going out of business sales through the sale
termination date and consummate the assumption and
assignment of unexpired leases for which bidders are
selected at the auction.  In the aggregate, the debtors
operate 25 retail store locations.  The GOB sales are
currently ongoing at the stores and are scheduled to last
through approximately April 30, 1999.  In addition, the
court scheduled an auction for the sale and assignment of
the debtors' real property interests to occur on March 22,
1999 with a subsequent hearing on March 23, 1999 to approve
the sale and assignment of the debtor's' real property
leasehold and fee interests to the successful bidder(s) at
auction.

The debtors request an extension of the period within which
they must assume or reject the unexpired leases through and
including May 17, 1999, in order to conclude the sale and
consummate the assumption and assignment of unexpired
leases.


FINE HOST: Kirkland Objects To Disclosure Statement
--------------------------------------------------
Affiliates of Kirkland Investors LLC and owners of
approximately 2.5% of the outstanding common stock of Fine
Host Corporation object tot he debtor's Disclosure
Statement.  They object to discriminatory treatment of
shareholder claims and interests.  Kirkland states that it
appears that the plan is the product of "symbiotic scheming
designed to further the self-interested agendas of the
debtor's officers and directors and the Ad Hoc Committee to
the sole detriment of the debtor's shareholders."


GENEVA STEEL: Restricts Capital Spending
----------------------------------------
Vineyard, Utah-based Geneva Steel Co., which filed for
chapter 11 protection in February, announced that it has
restricted its capital spending program to complete
projects already in progress or that are believed to be
essential to maintaining operations, according to a
newswire report. The steel mill operator said it expected a
capital expenditure for the fiscal 1999 year to
total about $15 million. (ABI 16-Mar-99)


GREATE BAY: Reaches Agreement With Noteholders
----------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ)
and its wholly-owned subsidiary Pratt Casino
Corporation ("PCC") announced today that they had reached
an agreement in principle with noteholders for a
restructuring of $85 million principal amount of 11 5/8%
Senior Notes due April 15, 2004 issued by  PCC's wholly-
owned subsidiary, PRT Funding Corp. (the "PRT Notes").

In exchange for the PRT Notes, PRT noteholders would
receive $39.25 million principal amount of new PCC 11 7/8%
Senior Secured Notes due November 1, 2003 which would be
collateralized by PCC's limited partnership interest in a  
management contract on Hollywood Casino(R) Corporation's
Aurora, Illinois riverboat gaming complex and a consulting
contract on Hollywood Casino's Tunica, Mississippi gaming
complex.

The Restructuring also provides for the acquisition of all
of the stock of PCC by a non-recourse subsidiary of
Hollywood Casino Corporation for nominal
consideration.  The acquisition of the PCC stock will
result in Hollywood Casino effectively purchasing the
Aurora and Tunica contracts.

Holders of the PRT Notes would also receive 100% of the
stock of a newly formed company which would hold the
remaining assets of PCC consisting primarily of  
claims in the Chapter 11 bankruptcy proceeding of GB
Holdings, Inc., owner of  the Sands Hotel and Casino in
Atlantic City, New Jersey.

The Restructuring is subject to the execution of definitive
documents and the receipt of necessary regulatory and other
approvals.  There can be no assurance that the
Restructuring will be completed.

Greate Bay Casino Corporation's continuing business
activities include its ownership of Advanced Computer
Systems Corporation which markets information  
systems technologies to the casino industry.


IMARK TECHNOLOGIES: Court Confirms Plan
---------------------------------------
On March 3, 1999, the United State Bankruptcy Court of the
Eastern District of Virginia, Alexandria Division,
confirmed Imark Technologies, Inc.'s Chapter
11 Plan of Reorganization.  The confirmed Plan was not
modified in any material manner from the Plan of
Reorganization filed with the SEC on January 27, 1999.The
Company plans to begin paying creditors as outlined in the
Plan in the next several weeks.  In addition, during the
same time period, the Company will effectuate the 10 for 1
reverse split of its Common Stock as outlined in the Plan.
(States SEC - 03/15/99)


JUMBOSPORTS: Taps Wood Enterprises, Real Estate Consultant
----------------------------------------------------------
JumboSports Inc. and its affiliates, debtors, seek to
employ Wood Enterprises, Inc. as real estate consultant.

The debtors require the services of real estate firms to
locate qualified purchasers and to negotiate a sale with
such purchasers for numerous parcels of real property,
including various closed store locations. The debtors seek
to hire Wood Enterprises for a period of one year, to act
as a consultant to the debtors and assist in the marketing
and sale of certain listed properties.

The debtors desire to pay the firm a sales commission.  The
firm would be paid $6,000 per month with such payments to
be deducted from any sales commission paid to Wood.


LEVITZ FURNITURE: Seeks To Lease Las Vegas Property
---------------------------------------------------
The debtors, Levitz Furniture Incorporated, et al, seek
approval to lease certain property located in Las Vegas,
Nevada at Gateway Business Park.  The debtors want to
expand their presence in the Las Vegas market as soon as
possible in order to continue implementing their business
plan.  The lease has an initial term of ten years with a
minimum rent starting at $31,500 per month, and increasing
to $34,650 per month in the sixth year.


MERCURY FINANCE: Emergence From Chapter 11 Expected
---------------------------------------------------
After announcing that the company's plan of reorganization
has been confirmed, Mercury Finance Company (OTC Bulletin
Board: MFNNQ) stated that the plan is expected to take
effect in late March.

The reorganized company will be named MFN Financial
Corporation and will be led by Edward G. Harshfield, who
will be appointed chairman and chief executive officer, as
previously announced.  A new board of directors will be
installed on the effective date of the reorganization.

The Company's confirmed plan was supported by the
committees representing shareholders, debt holders and
class action security claimants.  The plan was  
accepted by about 97 percent of the shareholders, 100
percent of the debt holders and about 99 percent of the
holders of securities fraud claims who voted.

Upon the effective date of the plan, the Company's current
shares and options will be extinguished.  New shares will
be issued with 95 percent of them distributed to the senior
lenders in return for a substantial reduction of  
their debt.  The current shareholders will receive a pro
rata distribution of five percent of the new shares, as
well as certain warrants entitling them to purchase
additional shares at a price that will be fixed for three
to five years.

The company now does business from about 165 offices
nationally.


NEVADA BOB'S: Management Team and Financing Secured
---------------------------------------------------
Tom Russell, the newly appointed President and Chief
Operating Officer of Nevada Bob's Holdings, Inc., announced
today that significant progress has been achieved on the
restructuring plan for Nevada Bob's Pro Shop, Inc.  An
involuntary bankruptcy petition was filed on  February 16,
1999 by the unsecured creditors of Nevada Bob's Pro Shop,
a wholly  owned subsidiary of Nevada Bob's Holdings, Inc.  
On March 2, 1999, the filing was converted to a Chapter 11
filing under the U.S. Bankruptcy Code.

"The installation of a new management team is nearing
completion," said Tom Russell.  "In addition, the secured
debt of Nevada Bob's Pro Shop has successfully been
restructured and Nevada Bob's Pro Shop has obtained  
additional funding from the investment group which
currently owns the majority of the stock in Nevada Bob's
Holdings."

"The investment group which owns the majority of the stock
in Nevada Bob's Holdings is controlled by an investment
firm headquartered in Arlington, Texas.  The group was
organized by Marc Gunderson who is the President and CEO of
one of Nevada Bob's suppliers," Mr. Russell said.  "It is
my understanding that Mr. Gunderson's primary motivation
for organizing the group was to prevent deeply  discounted
golf products on the market at the height of the current
golf  season, especially after the golf industry had
suffered poor operating results  in 1998.  Mr. Gunderson
will not have a management role in Nevada Bob's, but rather
will retain a minimal ownership interest in the investment
group."

According to Russell, who has served as the COO of a
publicly traded sporting goods company, the new core
management team of Nevada Bob's is currently in  
place and operating the Company.  Operational functions
will report directly to Mr. Russell while financial
functions will be under the direction of Allen L.  
Smith, who will serve as Vice President - Finance and Chief
Financial Officer.

Russell added that the Company's restructuring plan centers
on refocusing Nevada Bob's efforts on franchising.  The
Company's plan includes closing and selling many, and
possibly all, of the Company's owned and operated stores.
The decision to close or sell a store will be based
strictly on economics. Russell added the restructuring of
the Company's finances eliminates the need for the Company
to conduct any "fire sales" of stores or merchandise.  The
Company is  currently in a position to take sufficient time
to evaluate each and every business opportunity in order to
maximize value for Nevada Bob's.  


ONEITA INDUSTRIES: Layoffs Can Begin Next Month
-----------------------------------------------
Oneita Industries has told workers that layoffs at the
troubled clothing maker could begin next month.  Officials
of the company said that they could not reach an agre4ement
with lenders and will take steps over the next few months
to close the North Charleston-based company.  Oneita has
lost $135 million the past three years and has been under
bankruptcy protection since January 1998.  The company
reported more than $40 million in losses on $113.4 million
in sales for the past fiscal year.  That's in contrast to
1994 when the company has $160 million in sales.  


PHILLIPINE AIRLINES: Creditors Agree To Proposed Plan
-----------------------------------------------------
Philippine Airlines (PAL) reports that its major creditors
have conditionally agreed to the proposed rehabilitation
plan for the debt-laden carrier.

A group of PAL executives met with U.S. Export-Import Bank
and European Credit Agencies in Hong Kong to discuss the
airline's proposed equity investment and debt restructuring
plan. "We fully expect they (creditors) will agree to the
final plan," airline chief operating officer Jaime Bautista
said  in a letter to the airline's staff March 8.

He said the final plan would be submitted to the Philippine
Securities and Exchange Commission on March 15, the
deadline set earlier by creditors. The rehabilitation plan
is aimed at ensuring the carrier's financial viability by  
restructuring more than $2.2 billion and infusing
approximately $200 million of  fresh capital within two to
three months. The U.S. Eximbank and the European Credit
Agencies represent many of the secured creditors whose
claims total  $1.23 billion, mostly loans used to acquire
new planes. Copyright Phillips Publishing, Inc.
(Airline Financial -03/15/99)


PRIMESTAR: Bondholders May Block Sale
-------------------------------------
SATELLITE TODAY, Vol. 2, No. 49 via COMTEX reports that
Hughes Electronics Corp.'s [GMH] proposed purchase of
Primestar Inc. [TSATA] could be entering troubled waters
after Primestar's bondholders reportedly asked a  
Delaware court to block the $1.8 billion transaction.  The
bondholders are unhappy at Primestar's tender offer of just
67 cents on the dollar and are pushing to increase that
figure to 80 cents.  The article reports that sources on
Wall Street said that some of the bondholders bought in as
low as 20 cents on the dollar. If the investors remain firm
on the 80 cents-on-the- dollar demand, they are in danger
of jeopardizing the whole deal Hughes deal.  Under that
scenario they could end up with no return on their
investment, so expect negotiations on the final dollar
amount to be swift. (Phillips Publishing, Inc. Satellite
Today - 03/15/99)


RECYCLING INDUSTRIES: Grossman Seeks Court Order
------------------------------------------------
Arthur Grossman, president of Recycling Industries of
Wisconsin Inc. seeks a court order rejecting a certain
lease, offer to purchase and the employment agreement with
Grossman.  The lease was for the use of the debtor's
premises, and the executed agreement to purchase the
property for the sum of $4 million covered the leased
premises.  Grossman says that if the contract is not
immediately rejected that he should be paid post-petition
rent and his salary on a current basis.  Grossman's base
salary was subject to an agreement for a period of three
years at a base salary of $100,000 per year.


RINCON ISLAND: Authority to Use Cash Collateral Extended
--------------------------------------------------------
On March 7, 1999 the U.S. Bankruptcy Court for the Central
District of California entered an order extending authority
of Rincon Island Limited Partnership to use cash collateral
as of February 26, 1999 through April 30, 1999.  The
debtor's grand total lease operating budget for March is
$429,900 and for April, $509,900.


RINCON ISLAND: Seeks Bar Date of June 11, 1999
----------------------------------------------
The debtor, Rincon Island Limited Partnership seeks a court
order establishing June 11, 1999 as the last day to timely
file pre-petition claims in the case.  The debtor states
that it intends to file a plan in this case and is going
forward with the necessary preparations to do so.  Rincon
Island anticipates proposing a chapter 11 plan which will
provide unsecured creditors with a significant return on
their allowed claims.


RIO GRANDE: Exco Moves Closer To Acquisition
--------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
has issued an order that confirms the plan of
reorganization of Rio Grande Inc. and related entities,  
EXCO Resources Inc. (NASDAQ: EXCO) said. The Dallas company
previously paid $6.4 million for a promissory note, which
was secured by substantially all of Rio Grande's assets.
EXCO's secured debt position will be converted into 100% of
Rio Grande's equity, making EXCO its sole shareholder.  It
expects the plan to become final on or about March 16. Rio
Grande is an oil and gas producer, with principal
operations in Texas, Oklahoma, Louisiana and  Mississippi.
(Phillips Publishing, Inc. - Petroleum Finance - 03/15/99)


SERVICE MERCHANDISE: Involuntary Petition Filed
-----------------------------------------------
An involuntary petition in Chapter 11 was filed on March
15, 1999 in the U.S. Bankruptcy Court for the Middle
District of Tennessee in re Service Merchandise Company,
Inc.  

Debtor:
Service Merchandise Company, Inc.
7100 Service Merchandise Drive
Brentwood, Tennessee 37027

The creditors filing the petition are as follows:

Creditor:         Amount:
---------                               -------
Designer Automotive Products, Inc.       $43,492
Samsonite Corporation                 $3,627,557
Remington Products Company            $3,642,102
Toy Biz/ Division of Marvel
Enterprises Inc.         $707,342
American Glass Inc. d/b/a
L.E. Smith Glass Co.                    $215,220


SYSTEMS COMMUNICATIONS: Case Dismissed
--------------------------------------
States SEC reports on March 15, 1999 that a trial was held
in the case of Systems Communications, Inc. Of Florida on
March 8 and 9, 1999, in the United States Bankruptcy Court
for the Middle District of Florida in the involuntary
proceeding pending against the Company under Chapter 7 of
the U.S. Bankruptcy Act.  On March 9, 1999, the U.S.
Bankruptcy Court ruled in favor of the Company and the  
case has been dismissed in its entirety.


TECHNIMAR INDUSTRIES: Meeting of Creditors
------------------------------------------
A chapter 11 case concerning Technimar Industries Inc. was
filed on July 31, 1998.  The case was converted to a case
under Chapter 7 on March 2, 1999.  A meeting of creditors
will take plan on April 6, 1999 at 3:00 PM at the U.S.
Courthouse Room 1017, 300 s. 4th Street, Minneapolis,
Minnesota 55415.  The debtor's attorney is William I Kampf,
Kampf & Associates, PA, 821 Marquette Ave S Ste 901,
Minneapolis, MN.


UNITED COMPANIES: Stock De-Listed On March 5
--------------------------------------------
On March 1, 1999, United Companies Financial Corporation
and certain of its subsidiaries, namely United Companies
Lending Group, Inc., United Companies Lending  
Corporation(R), United Companies Funding, Inc., United
Credit Card, Inc., Pelican Mortgage Company, Inc., Adobe,
Inc., Adobe Financial, Inc.  I, GINGER MAE(R), Inc., UNICOR
Mortgage(R), Inc., Southern Mortgage Acquisition, Inc.,  
and Gopher Equity, Inc.  I, commenced reorganization
proceedings under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court of the  
District of Delaware in Wilmington.

On March 5, 1999, the New York Stock Exchange suspended
trading of the Company's common and preferred shares and
announced that it would apply to the Securities and
Exchange Commission to delist such shares from the NYSE.  
The Company has elected not to appeal the decision by the
NYSE. (States SEC; 03/15/99)


USCI INC: Notified Of Default Under Loan Agreement
--------------------------------------------------
USCI, Inc. Of Delaware filed SEC FORM 8K reporting that on
November 3, 1998, the company filed a Current Report
notifying the SEC that the company and Ameritel received
notice that they are not in compliance with certain
covenants under the Loan and Security Agreement dated June
5, 1998 between Ameritel and Foothill Capital Corp.  as a
result of, among other defaults, Ameritel's failure to make
payments of amounts due to certain vendors and carriers
within the prescribed time periods provided under the terms
of the Loan and Security Agreement.  The covenant
violations constitute events of default under the Loan and
Security Agreement.  By Sixth Amended Forbearance  
Agreement dated March 5, 1999, Foothill Capital Corp.
agreed to forbear from  exercising its rights under the
Loan and Security Agreement until March 15,  1999 and
continues to advance funds to Ameritel under the
terms of the Loan and  Security Agreement. Although the
company plans to seek to extend the period of forbearance
beyond March 15, 1999, there is no assurance and no  
representation is made that the company will be successful
in doing so. (States SEC - 03/15/99)


USTEL: Files For Reorganization
-------------------------------
UStel, Inc., a Minnesota corporation
(OTCBB:USTL)(OTCBB:USTLW) and its wholly owned subsidiary,
Arcada Communications, Inc. (the "Company") filed for
bankruptcy protection on March 10, 1999 in  Seattle,
Washington under Chapter 11 of the United States Bankruptcy
Code.

The Company determined that a reorganization was necessary
in order to preserve the value of the Company's assets and
enable the Company to continue to develop and execute on
its existing strategic initiatives, including the potential
sale to and/or merger with a prospective buyer. The Company
has evaluated all of its options with respect to its
current operations and financial condition and believes
that a filing for reorganization pursuant to Chapter 11 of
the United States Bankruptcy Code provides the Company
with the  best opportunity to protect and enhance the value
of the Company, both immediately and on a going forward
basis, for the benefit of the Company's stakeholders.

The Company believes that this restructuring will enable
existing management to continue operations in a manner that
both ensures a high quality of service  to its customers
and provides the Company with the time and opportunity  
necessary to consummate its strategic plan.

UStel, Inc. provides long distance and wireless
telecommunications services and Internet access for
commercial, residential and specialty markets to  
customers worldwide.


VOICE IT WORLDWIDE: Order To Employ Counsel
-------------------------------------------
By order of the U.S. Bankruptcy Court of the District of
Colorado, entered on March 9, 1999, the Official Unsecured
Creditors' Committee is authorized to employ Bonnie A. Bell
and the law firm of Sender & Wasserman PC to represent the
Committee in the case of Voice It Worldwide, Inc.


WESTMORELAND COAL: Offers To Purchase Preferred Stock
-----------------------------------------------------
Westmoreland Coal Company (OTC Bulletin Board: WMCL)
announced on March 15, 1999 that it has offered to purchase
up to 1,052,631 depositary shares, each representing one
quarter of a share of its Series A Convertible Exchangeable
Preferred Stock.  The offer price is $19.00 per depositary
share.

The offer and withdrawal rights will expire at midnight on
April 6, 1999, unless the offer is extended.

The offer is being made pursuant to the terms of the Master
Agreement among the Company, certain of its subsidiaries,
the Official Committee of Equity Security Holders ("Equity
Committee"), the United Mine Workers of America ("UMWA"),
and the UMWA Health and Retirement Funds that facilitated a
consensual dismissal of  the Company's bankruptcy case and
under which the Company would offer to purchase $20 million
worth of depositary shares at an offer price of $19.00 per
depositary share or 1,052,631 shares.  The offer price of
$19.00 per depositary share was set by the Equity
Committee.  The payment of $19.00 per share is in full
satisfaction of claims to dividends in arrears on the
depositary shares.   The closing of the Offer is contingent
upon the sale of the Company's remaining interest in the
Rensselaer independent
power project.

On March 9, the depositary shares closed at $16-7/8 per
share on the OTC Bulletin Board.

The Company, its Board of Directors, and its executive
officers make no recommendation as to whether any
shareholder should tender any or all of such shareholder's
depositary shares pursuant to the offer.

The offer is being made pursuant to an offer to purchase
and letter of transmittal, which will be provided to
holders of depositary shares.


WINDSOR ENERGY: Seeks Bar Date of June 11, 1999
-----------------------------------------------
The debtor, Windsor Energy US Corporation, seeks an order
establishing June 11, 1999 as the last day to timely file
pre-petition claims in this case.  Windsor energy
anticipates proposing a Chapter 11 plan which will provide
unsecured creditors with a significant return on their
allowed claims.  The debtor seeks establishment of the
claims bar date to allow the debtor to determine the exact
nature and amount of the claims against the estate.


WORLDWIDE DIRECT: Seeks Time To Assume/Reject Leases
----------------------------------------------------
The debtors, Worldwide Direct, Inc., et al. seek an
extension of the deadline by which the debtors must assume
or reject leases of nonresidential real property.

The debtors are currently party to approximately 14 leases.  
The leases cover properties that the debtors state are
vital tot he continued operation of the debtors'
businesses, including the debtors' corporate headquarters
and sales offices, as well as properties where equipment
and inventory are located.  The debtors anticipate that
many of the leases will be assumed and assigned to AT&T as
part of the pending sales transaction.

The debtors seek an order extending the period within which
they must assume or reject the leases for 90 days, through
and including June 17, 1999.  In this case, the debtors
must maintain their operations until they can consummate a
sale to AT&T.  In addition, AT&T is in the process of
determining which of the leases should be included within
the asset sale transaction.  Extending the debtors' time to
assume or reject the leases will provide the debtors with
the time and flexibility they need to coordinate the
assumption or disposition of their leases in connection
with the sale process.

                  *********

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  

Bond pricing, appearing in each Friday edition of the TCR,
is provided 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 1999.  
All rights reserved.  ISSN 1520-9474.  

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  * * *