                   IN THE UNITED STATES COURT OF APPEALS

                            FOR THE FIFTH CIRCUIT

                            _____________________

                                 No. 99-10385
                            _____________________



ART 57 PROPERTIES, INC.,

                                                        Plaintiff-Appellant,

                                     versus

57 BB PROPERTY, LLC; MILEWOOD
INTERNATIONAL, INC.; CORWOOD
ENTERPRISES, INC.; EDGEMONT
ENTERPRISES, INC.; BOSWORTH
ENTERPRISES, INC.; SURREY HILL
ENTERPRISES, INC.,

                                            Defendants-Appellees.
_________________________________________________________________

      Appeal from the United States District Court for the
                    Northern District of Texas
                          (7:99-CV-30-P)
_________________________________________________________________
                           Aril 7, 2000

Before POLITZ, JOLLY, and BARKSDALE, Circuit Judges.

PER CURIAM:*

     The plaintiff, ART 57 Properties, Inc., seeks review of the

district   court’s       judgment   granting    the   defendants’   motion   to

dismiss    based    on   the   doctrine   of    abstention   as   provided   in

Colorado River Water Conservation Dist. v. United States, 424 U.S.

800 (1976), and as applied by our court in Murphy v. Uncle Ben’s,

Inc., 168 F.3d 734 (5th Cir. 1999).            After carefully reviewing the


     *
      Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
record, the briefs, and the order of the district court, we cannot

say that the district court abused its discretion in applying the

factors outlined by our court in Uncle Ben’s.   See Uncle Ben’s, 168

F.3d at 738.   The evidence in the record is convincing that the

federal cause of action was filed by ART 57 after substantial

progress was made in the state court action, that the prosecution

of the two actions simultaneously could result in inconsistent

verdicts, that federal law plays no part in deciding the merits of

this case, and that ART 57's later filed federal court action

indicates forum shopping. Consequently, the district court did not

abuse its discretion in abstaining from exercising its jurisdiction

over this cause.

     We thus conclude that the judgment of the district court

dismissing ART 57's complaint should be, and the same is

                                                   A F F I R M E D.




                                2
