                    United States Court of Appeals
                         FOR THE EIGHTH CIRCUIT
                                  ___________

                                  No. 98-2004
                                  ___________

Chicago Truck Drivers, Helpers &        *
Warehouse Workers Union Pension         *
Fund, a pension trust; George Ossey;    *
Tony Cullotta; John Broderick;          *
William H. Carpenter, the present       *
trustees,                               *
                                        *
             Plaintiffs - Appellants,   *
                                        *
       v.                               *
                                        *
Brotherhood Labor Leasing, a            *
Missouri corporation; MFI Leasing       *
Company, a Missouri corporation;        *   Appeal from the United States
Falls City Industries, Inc., a Kentucky *   District Court for the
corporation; Middlewest Freightways, *      Eastern District of Missouri.
Inc., a Missouri corporation,           *
                                        *        [UNPUBLISHED]
             Defendants,                *
                                        *
Steven M. Gula,                         *
                                        *
             Movant,                    *
                                        *
Howard D. Lay; Patrick J. Kaine; Brian *
Schmidt; Dysart, Taylor, Lay, Cotter & *
McMonigle, P.C.,                        *
                                        *
             Appellees.                 *
                                     ___________

                              Submitted: January 12, 1999
                                  Filed: March 29, 1999
                                   ___________

Before BOWMAN, Chief Judge, MURPHY, Circuit Judge, and ALSOP,1 District
      Judge.
                            ___________

PER CURIAM.

       Chicago Truck Drivers, Helpers and Warehouse Workers Union Pension Fund
and its trustees (collectively, the Fund) filed a motion in the District Court2 seeking
sanctions pursuant to Rule 11 of the Federal Rules of Civil Procedure against the law
firm of Dysart Taylor Lay Cotter & McMonigle and three individual attorneys. The
court denied the motion and the Fund appealed. On February 1, 1999, we remanded
the case to the District Court for explication of the court's decision denying the Fund's
motion. See Chicago Truck Drivers, Helpers & Warehouse Workers Union Pension
Fund v. Brotherhood Labor Leasing, No. 98-2004, 1999 WL 42247 (8th Cir. Feb. 1,
1999). We retained jurisdiction of the appeal. On February 17, 1999, the District
Court filed a memorandum detailing its reasoning.

       Having reviewed the District Court's thorough explanation, we now hold that the
court did not abuse its discretion in denying the Fund's motion for Rule 11 sanctions.




      1
      The Honorable Donald D. Alsop, United States District Judge for the District
of Minnesota, sitting by designation.
      2
        The Honorable David D. Noce, United States Magistrate Judge for the Eastern
District of Missouri, sitting with the consent of the parties pursuant to 28
U.S.C. § 636(c) (1994 & Supp. II 1996).

                                          -2-
See Cooter & Gell v. Hartmarx Corp., 496 U.S. 384, 405 (1990) (standard of review).
The order of the District Court is affirmed.

      A true copy.

            Attest:

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




                                        -3-
