                  UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT

                      _____________________

                           No. 95-20993
                         Summary Calendar
                      _____________________

    In the Matter of: RHI HOLDINGS, INC.; HILLTOP DEVELOPERS,

                                                           Debtors,
         _______________________________________________


                         BARRY G. HITTNER
                                                           Appellee,
                              versus

                         SAMMY JO REEDER,

                                                       Appellant.
        ________________________________________________

          Appeal from the United States District Court
               for the Southern District of Texas
                         (CA-H-95-3296)
        ________________________________________________

                          June 25, 1996
Before DAVIS, JONES and BARKSDALE, Circuit Judges.

PER CURIAM:*

     Sammy Jo Reeder appeals the district court's affirmance of the

dismissal by the bankruptcy court of her objection to the claim by

American Universal Insurance Company in the Chapter 11 bankruptcy

proceeding of RHI Holdings, Inc.   Pursuant to our de novo review,

we conclude that Reeder's objection was properly dismissed, because



*
     Pursuant to Local Rule 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this opinion should not be published and is not precedent except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 Local Rule 47.5.4.
she does not have a pecuniary interest in the distribution of RHI's

estate and is not a party in interest under the Bankruptcy Code, 11

U.S.C. §§ 502(a) & 1109(b).       Reeder is neither a creditor nor a

shareholder of RHI.       (We note that the identical objection filed

jointly   with   Reeder    by   Interstate   Underground   Warehouse   &

Industrial Park, Inc., of which she is the sole shareholder,

remains (was not dismissed), because RHI had scheduled Interstate

as a creditor.) For essentially the reasons stated by the district

court, the judgment is

                                                    AFFIRMED.
