

                    [NOT FOR PUBLICATION]

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT

                                         

No. 97-1903

                      ATHENA PALEOLOGOS,

                          Appellant,

                              v.

                  DAVID M. NICKLESS, ET AL.,

                          Appellees.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

       [Hon. Nathaniel M. Gorton, U.S. District Judge]                                                                 

                                         

                            Before

                    Torruella, Chief Judge,                                                      
               Selya and Stahl, Circuit Judges.                                                          

                                         

Athena Paleologos on brief pro se.                             
David  M.  Nickless  and   Nickless  and  Phillips  on  brief  for                                                              
appellee.

                                         

                                                                  January 23, 1998
                                         

     Per Curiam.   We have carefully reviewed the  record and                           

briefs on  appeal and affirm  the judgment of  the Bankruptcy

Court.  Although the avoidance  provisions of 11 U.S.C.   549

may  sometimes operate  in  a  manner  which  appears  harsh,

bankruptcy courts must exercise their equitable powers within

the  confines  of   the  Bankruptcy  Code.      Norwest  Bank                                                                         

Worthington v. Ahlers,  485 U.S. 197, 206 (1988).   The court                                 

has no  power to upset the scheme of distribution established

by the Code.   In re SPM Manufacturing  Corporation, 984 F.2d                                                               

1305, 1311 (1st Cir. 1993).

     With  respect to  Appellant's  remaining arguments,  she

made  no proper showing that Trustee's action was time-barred

or otherwise inconsistent with the requirements of the Code.1                                                                        1

     Affirmed.  Loc. R. 27.1.                         

                                                    

   1  Appellant's request for  oral argument by  telephone is               1
hereby denied.

                             -2-
