UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

FIRST SECURITY BANK; JAMES D.
FRALIN, as a director and
individually as a shareholder of
First Security Bank; CARLOS E.
GUTIERREZ, as a director and
individually as a shareholder of
First Security Bank; DENNIS R.
CRONK, as a director and
individually as a shareholder of
First Security Bank; PAUL G.
BLACK, as a director and
individually as a shareholder of
First Security Bank; JERRY W.
BRINKLEY, as a director and
individually as a shareholder of
                                      No. 94-2040
First Security Bank; ALFRED
SILVERSTEIN, as a director and
individually as a shareholder of
First Security Bank; JAMES M.
GRASSE, a shareholder in First
Security Bank; LYNN J. REESE, a
shareholder in First Security Bank;
ROBERT H. HALE, a shareholder in
First Security Bank; OTHER
UNNAMED SHAREHOLDERS OF FIRST
SECURITY BANK, AS THEIR INTERESTS
MAY APPEAR,
Plaintiffs-Appellants,

v.
FEDERAL DEPOSIT INSURANCE
CORPORATION, as receiver for First
Security Bank,
Plaintiff-Appellee,

FIRST VIRGINIA BANK-SOUTHWEST;
HENRY H. HICKS, JR.; JAMES N.
HINSON, JR., officer and director of
First Virginia Bank-Southwest in
his individual and official capacity;
ELLIS L. GUTSHALL, officer and
director of First Virginia Bank-
Southwest in his individual and
official capacity,
Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of
the Board and CEO First Virginia
Banks, Incorporated, in his
individual and official capacity;
THOMAS E. HARTMAN, a former
officer of First Virginia Bank-
Southwest; RICHARD A. HESS,
Defendants.

                 2
FIRST SECURITY BANK; JAMES D.
FRALIN, as a director and
individually as a shareholder of
First Security Bank; CARLOS E.
GUTIERREZ, as a director and
individually as a shareholder of
First Security Bank; DENNIS R.
CRONK, as a director and
individually as a shareholder of
First Security Bank; PAUL G.
BLACK, as a director and
individually as a shareholder of
First Security Bank; JERRY W.
BRINKLEY, as a director and
                                      No. 94-2349
individually as a shareholder of
First Security Bank; ALFRED
SILVERSTEIN, as a director and
individually as a shareholder of
First Security Bank; JAMES M.
GRASSE, a shareholder in First
Security Bank; LYNN J. REESE, a
shareholder in First Security Bank;
ROBERT H. HALE, a shareholder in
First Security Bank; OTHER
UNNAMED SHAREHOLDERS OF FIRST
SECURITY BANK, AS THEIR INTERESTS
MAY APPEAR; JOSEPH L. ANTHONY,
Plaintiffs-Appellants,

                3
FEDERAL DEPOSIT INSURANCE
CORPORATION, as receiver for First
Security Bank,
Plaintiff-Appellee,

v.

FIRST VIRGINIA BANK-SOUTHWEST;
HENRY H. HICKS, JR.; JAMES N.
HINSON, JR., officer and director of
First Virginia Bank-Southwest in
his individual and official capacity;
ELLIS L. GUTSHALL, officer and
director of First Virginia Bank-
Southwest in his individual and
official capacity,
Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of
the Board and CEO First Virginia
Banks, Incorporated, in his
individual and official capacity;
THOMAS E. HARTMAN, a former
officer of First Virginia Bank-
Southwest; RICHARD A. HESS,
Defendants.

                 4
FIRST SECURITY BANK; JAMES D.
FRALIN, as a director and
individually as a shareholder of
First Security Bank; CARLOS E.
GUTIERREZ, as a director and
individually as a shareholder of
First Security Bank; DENNIS R.
CRONK, as a director and
individually as a shareholder of
First Security Bank; PAUL G.
BLACK, as a director and
individually as a shareholder of
First Security Bank; JERRY W.
BRINKLEY, as a director and
individually as a shareholder of
                                      No. 94-2693
First Security Bank; ALFRED
SILVERSTEIN, as a director and
individually as a shareholder of
First Security Bank; JAMES M.
GRASSE, a shareholder in First
Security Bank; LYNN J. REESE, a
shareholder in First Security Bank;
ROBERT H. HALE, a shareholder in
First Security Bank; OTHER
UNNAMED SHAREHOLDERS OF FIRST
SECURITY BANK, AS THEIR INTERESTS
MAY APPEAR; JOSEPH L. ANTHONY,
Plaintiffs-Appellants,

v.

                5
FEDERAL DEPOSIT INSURANCE
CORPORATION, as receiver for First
Security Bank,
Plaintiff-Appellee,

FIRST VIRGINIA BANK-SOUTHWEST;
HENRY H. HICKS, JR.; JAMES N.
HINSON, JR., officer and director of
First Virginia Bank-Southwest in
his individual and official capacity;
ELLIS L. GUTSHALL, officer and
director of First Virginia Bank-
Southwest in his individual and
official capacity,
Defendants-Appellees,

and

ROBERT H. ZALOKAR, Chairman of
the Board and CEO First Virginia
Banks, Incorporated, in his
individual and official capacity;
THOMAS E. HARTMAN, a former
officer of First Virginia Bank-
Southwest; RICHARD A. HESS,
Defendants.

Appeals from the United States District Court
for the Western District of Virginia, at Roanoke.
Jackson L. Kiser, Chief District Judge.
(CA-91-275-R)

Argued: June 6, 1996

Decided: July 22, 1996

Before WILLIAMS and MICHAEL, Circuit Judges, and
JACKSON, United States District Judge for the
 6350 35 8 Eastern District of Virginia, sitting by designation.

                    6
Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Joseph L. Anthony, STOTT & ANTHONY, P.C., Roa-
noke, Virginia, for Appellants. James Scott Watson, FEDERAL
DEPOSIT INSURANCE CORPORATION, Washington, D.C.;
Douglas Warren Densmore, FLIPPIN, DENSMORE, MORSE,
RUTHERFORD & JESSEE, Roanoke, Virginia, for Appellees. ON
BRIEF: Kevin P. Oddo, FLIPPIN, DENSMORE, MORSE, RUTH-
ERFORD & JESSEE, Roanoke, Virginia; Christopher M. Malone,
John B. Farmer, THOMPSON & MCMULLAN, P.C., Richmond,
Virginia; Ann S. DuRoss, Assistant General Counsel, Robert D.
 3193 107 1 McGillicuddy, Senior Counsel, Michelle Kosse, FEDERAL

DEPOSIT INSURANCE CORPORATION, Washington, D.C.;
Charles O. Cornelison, COPENHAVER, ELLETT & CORNELISON,
Roanoke, Virginia, for Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

Appellants in this suit are the now-defunct First Security Bank,
First Security's former directors or shareholders or both,* and First
Security's former counsel, Joseph Anthony. First Security and its
directors/shareholders retained Anthony to represent them in litigation
against First Virginia Bank, First Virginia Bank's directors, and its
parent company, First Virginia Bank-South West (collectively First
Virginia), all of which are Appellees to this appeal. After Anthony
had filed a variety of claims against First Virginia, First Security was
_________________________________________________________________
*James Fralin, Carlos Gutierrez, Dennis Cronk, Paul Black, Jerry
Brinkley, Alfred Silverstein, James Grasse, Lynn Reese, and Robert Hale
were directors or shareholders or both of First Security.

                    7
declared insolvent and placed under the receivership of the Federal
Deposit Insurance Corporation (FDIC). Consequently, the FDIC suc-
ceeded to First Security's interests and represented First Security on
its claims against First Virginia. See 12 U.S.C.A. § 1821(d)(2)(A)(i)
(West 1989) (providing that the FDIC, in its capacity of receiver, suc-
ceeds to "all rights, titles, powers, and privileges of the [failed institu-
tion], and of any stockholder, member, accountholder, depositor,
officer, or director of such institution with respect to the institution
and the assets of the institution"). Anthony, however, remained as
counsel for the directors/shareholders regarding any claims, which the
parties and the district court termed "nonderivative claims," against
First Virginia that were independent of the First Security litigation
against First Virginia. Having succeeded to First Security's claims
against First Virginia, the FDIC terminated Anthony's representation
of First Security and pursued the litigation against First Virginia.
After the FDIC and First Virginia settled their suit, they successfully
moved the district court to dismiss it with prejudice.

Anthony raised sixty-three assignments of error in his briefs to this
Court in this consolidation of three appeals of the district court's
orders. First, Anthony appeals the district court's denial of his motion
to intervene as of right on behalf of the former shareholders and direc-
tors of First Security respecting any nonderivative claims First Secur-
ity could have asserted against First Virginia prior to First Security's
insolvency. Second, Anthony appeals the district court's denial of his
request to intervene as a pro se litigant due to his claim for attorney's
fees in the amount of a one-third share of claims First Security could
have asserted against First Virginia prior to First Security's insol-
vency. Third, Anthony appeals the district court's denial of his motion
to impress a lien on the FDIC for his attorney's fees and the district
court's dismissal of the settled claims.

We have carefully examined the record, the briefs, the applicable
law, and have had the benefit of the parties' oral argument. We affirm
the district court's orders, finding Anthony's assignments of error
without merit. Accordingly, the judgments of the district court are
affirmed.

AFFIRMED

                     8
