                      United States Court of Appeals

                          FOR THE EIGHTH CIRCUIT


                              ___________

                              No. 95-3848
                              ___________


In re: Heine Feedlot Company,       *
                                    *
          Debtor,                   *
                                    *
                                    *
Farm Credit Services, also          *
known as Production Credit          *
Association,                        *
                                    *
          Appellee,                 *
                                    *
     v.                             *   Appeal from the United States
                                    *   District Court for the District
Heine Feedlot Company,              *   of South Dakota.
                                    *
          Appellant.                *


                              ___________

                    Submitted:    October 24, 1996

                         Filed: February 26, 1997
                              ___________

Before MAGILL, ROSS and MURPHY, Circuit Judges.

                              ___________

ROSS, Circuit Judge.


     Heine Feedlot Company (debtor) appeals from the district
court's1 decision denying its Motion to Compel Interest Adjustments
on a debt owing to Farm Credit Services, also known as Production



     The Honorable Lawrence L. Piersol, United States District
Judge for the District of South Dakota.
Credit Association of the Midlands (PCAM).       We affirm.


        Debtor filed a voluntary petition under Chapter 11 on March 6,
1986.    The bankruptcy court entered an order confirming the Chapter
11 plan on January 27, 1988.     The terms of the order incorporated
by reference a "Stipulation between [PCAM] and Debtors Regarding
Secured Status and Plan Treatment," which obligated the debtor to
pay PCAM's remaining claim of $788,672.45 over a 20-year period.
According to the agreement, payments included interest


        at the existing variable "A" rate of the PCAM as from
        time to time may exist . . . , commencing January 1,
        1988, and continuing each year thereafter in like fashion
        until January 1, 1997, when the final balloon payment is
        due. The parties agree that B-stock in the amount of
        $93,340.00 shall be retired by PCAM.


        At the time the parties negotiated for the variable "A"
interest rate, PCAM offered five rate classifications enumerated as
"AAA," "AA," "A," "B" and "C."    Following confirmation of debtor's
plan, PCAM discontinued the "C" classification, and eventually
cancelled its alphabet pricing altogether.


        On November 1, 1988, PCAM notified its borrowers that interest
on all alphabetical loans would effectively increase by .75% if the
borrower did not own B-stock.           Because debtor had previously
retired its B-stock, this action raised debtor's interest rate from
11.2% to 11.95% and remained in effect until debtor paid off its
loan.


        On February 2, 1989, debtor and PCAM entered into a second
stipulation to reflect that debtor's payment of $264,899.35 had
reduced the outstanding principal balance to $514,579.01.     Adopting
language from the original stipulation, the modified stipulation
defined the applicable interest as "the variable 'A' rate of the
PCAM as from time to time may exist."        The debtor then commenced
making payments pursuant to the terms of the modified stipulation,

                                  -2-
eventually acquiring other financing and paying PCAM in full on
December 23, 1992.


       Debtor   filed    a   Motion   to    Compel      Interest    and   Legal   Fee
Adjustments on January 3, 1992, arguing that the post-confirmation
interest rates failed to reflect the "A" accrual rate as agreed
upon by the parties, and that when PCAM discontinued its alphabet
pricing, it imposed a new, arbitrary interest rate accrual.


       On June 8, 1994, the bankruptcy court conducted a hearing on
the debtor's motion and, over PCAM's objections, allowed debtor to
introduce evidence regarding the parties' understanding of what was
meant by the variable "A" rate of interest.                       Specifically, the
debtor, through its president, Allen Heine, was asked what rate
classification had been negotiated.                 In response, Heine testified
that   it   was   the    "middle   rate"       of    all   PCAM   borrowers.      The
bankruptcy court rejected PCAM's objection that this testimony was
improper parol evidence, and accordingly entered an order granting
debtor's motion to compel interest adjustments and awarding debtor
$20,044.68, plus interest.


       On appeal, the district court reversed the decision of the
bankruptcy court and denied debtor's motion to adjust the interest.
The court ruled that the bankruptcy court lacked jurisdiction to
determine the reasonableness of the interest rate and that the
bankruptcy court erred in permitting the debtor to testify as to
the parties' intentions regarding the negotiated "A" rate of
interest.


       On   appeal,     debtor   first     challenges      the    district   court's
conclusion that the bankruptcy court did not have jurisdiction to
consider the "reasonableness" of the "A" interest rate.                        Debtor
argues that the January 27, 1988 order confirming the plan and
discharging the debtor explicitly allowed the bankruptcy court to
retain jurisdiction to determine if post-confirmation payments were
reasonable and that such post-confirmation payments remained

                                         -3-
subject to court approval.               Paragraph 4B of the order provided:


       Any such payment made before confirmation of the plan is
       reasonable; or if such payment is to be fixed after
       confirmation of the plan, such payment is subject to the
       approval of the court as reasonable.


       While we acknowledge that a bankruptcy court may explicitly
retain     jurisdiction        in        the     plan      itself        related     to     its
administration and interpretation, United States v. Unger, 949 F.2d
231,    234   (8th    Cir.     1991),      we    reject       debtor's      argument      that
paragraph 4B of the order conferred upon the bankruptcy court the
jurisdiction to determine the reasonableness of the "A" interest
rate.      Paragraph 4B allowed the court to only determine the
reasonableness of payments "fixed after confirmation of the plan."
However,      in   the   present         case,       the   parties       agreed     prior   to
confirmation that the variable "A" interest rate would apply.                               As
such, the imposition of the variable "A" interest rate was fixed by
agreement of the parties prior to confirmation and the bankruptcy
court was without jurisdiction to determine its reasonableness.


       We also reject debtor's argument on appeal that the parol
evidence rule does not preclude the debtor from explaining the
terms and conditions of the stipulation.                      Here, the district court
determined that the bankruptcy court erred when it allowed parol
evidence to be introduced in the form of debtor's testimony about
the     negotiations      culminating            in     the    original       stipulation,
specifically that the "A" interest rate actually meant the "middle
rate" of interest charged to all PCAM borrowers.


       Under South Dakota law, "[t]he execution of a contract in
writing,      whether    the    law      requires       it    to   be    written     or   not,
supersedes all the oral negotiations or stipulations concerning its
matter    which      preceded       or    accompanied         the       execution    of     the
instrument."         S.D. Codified Laws Ann. § 53-8-5.                       Further, the
"written agreement supersedes all previous understandings and the
intent of the parties must be ascertained therefrom, except, of

                                               -4-
course, in cases involving fraud, mistake or ambiguity."            Quick v.
Bakke, Kopp, Ballou & McFarlin, Inc., 380 N.W.2d 364, 366 (S.D.
1986).   A writing is considered ambiguous when it is reasonably
capable of being understood in more than one sense.           Id.


     Here,   the   language   in   the   original   stipulation      is   not
ambiguous.   The stipulation clearly stated that debtor would make
payments "including interest at the existing variable 'A' rate of
the PCAM as from time to time may exist (the present rate is 10.9%
per annum)."   The parties' written agreement expressly recognized
that the "A" rate was variable and would change "from time to
time."   The parties did not state, as they could have, that debtor
was entitled to the "middle rate of all PCAM borrowers," but only
that they agreed upon the variable "A" rate.              Moreover, the
agreement of the parties to adopt a variable "A" rate was further
acknowledged in the second, modified stipulation which repeated a
pertinent portion of the language from the original stipulation,
again with no mention of any "middle rate."         Therefore, we agree
with the district court that the stipulation language was not
ambiguous and that the bankruptcy court erred in permitting the
debtor to testify and present evidence of its own interpretation of
the agreement.     We also reject the argument that PCAM's post-
confirmation   cancellation   of   its   alphabet   pricing    created    an
ambiguity in an otherwise unambiguous agreement.       According to the
clear and unambiguous language of the stipulation, the parties
agreed to a variable rate of interest, and not to a "middle rate."
The district court did not err in concluding that debtor's motion
to compel interest adjustments should be denied.


     Accordingly, the judgment of the district court is affirmed.




                                   -5-
A true copy.


     Attest:


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




                          -6-
