                   United States Court of Appeals

                       FOR THE EIGHTH CIRCUIT


                             ___________

                             No. 96-2767
                             ___________

Mazander Engineered Equipment,   *
Inc.,                            *
                                 *
     Plaintiff/Appellant,        *
                                 *
     v.                          *
                                 * Appeal from the United States
Goulds Pumps, Inc., a foreign    * District Court for the
corporation;                     * Eastern District of Arkansas.
                                 *
     Defendant/Appellee,         *       [UNPUBLISHED]
                                 *
Tencarva Machinery Company,      *
a foreign corporation; John      *
Does 1-10, doing business as     *
Tencarva Machinery Company,      *
                                 *
          Defendants.            *
                            ___________

                  Submitted:   January 13, 1997

                      Filed: February 14, 1997
                           ___________

Before RICHARD S. ARNOLD, Chief Judge, BEAM, Circuit Judge, and
     ALSOP,1 District Judge.
                           ___________

PER CURIAM.


     Mazander   Engineered   Equipment     contracted   to   distribute
products manufactured by Goulds Pumps.     The contract specified that
either party could terminate the contract at will upon sixty days'
notice, and further specified that New York law would control the



     1
      The Honorable Donald D. Alsop, United States District Judge
for the District of Minnesota, sitting by designation.
contract.   When   Goulds   Pumps   later   terminated   the   contract,
Mazander brought suit, raising various claims including breach of




                                -2-
contract and violations of the Arkansas Franchise Practices Act,
Ark. Code Ann. §§ 4-72-201 to 210.


     The district court2 concluded that the contract's designation
of New York law should be given effect under Arkansas choice-of-law
rules.   The district court therefore concluded that the Arkansas
Franchise Practices Act did not govern the parties' contract, and
further found that Goulds Pumps's termination was valid under New
York law.    The district court granted summary judgment to Goulds
Pumps.   Mazander appeals.


     After carefully reviewing the parties' briefs and relevant
law, we conclude that the district court's choice and application
of New York law was clearly correct and that extended discussion is
not warranted.    Accordingly, we affirm.   See 8th Cir. R. 47B.


     A true copy.


            Attest:


                 CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




     2
      The Honorable Henry Woods, United States District Judge for
the Eastern District of Arkansas.

                                 -3-
