                 IN THE UNITED STATES COURT OF APPEALS

                            FOR THE FIFTH CIRCUIT
                               _______________

                                  No. 95-11038
                               Summary Calendar
                                _______________



               In the Matter of:       JOHN RICHARD SULLIVAN,

                                                         Debtor.


                           A. M. MANCUSO, Trustee,

                                                         Appellant,

                                     VERSUS

SULLIVAN PLAN COMMITTEE; TCCP CALIFORNIA LIMITED PARTNERSHIP,
Assignee and Successor in Interest to the RTC as Receiver of Sandia
Federal Savings Association,

                                                         Appellees.


                          _________________________

             Appeal from the United States District Court
                  for the Northern District of Texas
                            (3:95 CV 1254 T)
                       _________________________
                              July 22, 1996


Before SMITH, BENAVIDES, and DENNIS, Circuit Judges.

JERRY E. SMITH, Circuit Judge:*



      A.M. Mancuso, the trustee in this chapter 11 bankruptcy

proceeding,     appeals    a   judgment    affirming    both    the   bankruptcy

court’s denial of his motion to strike certain objections to his


     *
         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should not be published and is not precedent except under the limited circumstances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.
compensation by the FDIC and the RTC and its order requiring him to

disgorge a portion of his compensation.                 For essentially the

reasons contained in the district court’s opinion, we affirm.



                                       I.

     This appeal arises out of the chapter 11 bankruptcy of John

Sullivan.    The bankruptcy court confirmed a plan of reorganization

in March 1992 and appointed Mancuso as trustee.            The plan provided

for Mancuso’s compensation; it also provided that the Sullivan Plan

Committee    (“the   committee”)      would   represent    the   interests   of

class   5   creditors   under   the    plan.     TCCP     California   Limited

Partnership (“TCCP”) is a class 5 creditor, as were the FDIC and

the RTC.

     Section 6.6 of the plan governed Mancuso’s compensation:

          The [bankruptcy] Court shall have continuing
     jurisdiction over the determination of the amount of
     compensation paid to the Trustee. Compensation shall be
     paid to the Trustee at the rate of $200.00 per hour. The
     Trustee shall be reimbursed for expenses incurred in
     connection with this case including travel, lodging and
     meal expenses.

          The Trustee shall submit monthly invoices for such
     compensation and reimbursement of expenses to the Plan
     Committee. If, after the expiration of ten (10) days
     from the date such invoice is sent, no objection thereto
     is voiced by the Committee, the invoice shall be paid
     from the Estate. If the Plan Committee has any objec-
     tion, it shall present such objection to the Trustee. If
     the objection cannot otherwise be resolved, the Trustee
     shall file an appropriate pleading seeking resolution of
     the dispute by the Court.     The Trustee shall also be
     permitted to retain professionals, including without
     limitation, attorneys and accountants to assist him in
     his duties, under the same terms and conditions as
     professionals employed by the Plan Committee.

     Pursuant to § 6.6, Mancuso began submitting invoices for

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compensation to the committee in April 1992.                Through December

1994, Mancuso submitted invoices totaling $451,011.77.              In January

1993, the committee began submitting objections to portions of

Mancuso’s invoices, which led Mancuso to withhold $24,767.01 of his

compensation.       In June 1994, the RTC and the FDIC also began to

file objections to Mancuso’s compensation with the bankruptcy court

independently of the committee, although § 6.6 did not explicitly

authorize them to do so.

     Mancuso moved to strike the objections of the RTC and the

FDIC, contending that they lacked standing to assert objections

independently of the committee under § 6.6.           The bankruptcy court

denied the motion, ruling that § 6.6 vested it with continuing

jurisdiction    over      Mancuso’s   compensation    and    that   it    could

therefore consider objections raised by any plan beneficiary.                 The

court then held a hearing on Mancuso’s compensation, determined

that it was excessive, and ordered him to disgorge $67,382.29 of

the compensation he had received. Mancuso appealed to the district

court, which affirmed.



                                      II.

     Mancuso raises four arguments on appeal.               He contends that

(1) the bankruptcy court erroneously interpreted § 6.6 to vest it

with jurisdiction to consider any objection to Mancuso’s compensa-

tion,   even   if   the   objection   was   not   properly    raised     by   the

committee; (2) the bankruptcy court denied him due process by

departing from the procedures prescribed by the plan to consider


                                       3
objections to his compensation not raised by the committee; (3) the

bankruptcy   court   erred   by   denying   his   motion   to   strike   the

objections of the FDIC and the RTC; and (4) the bankruptcy court

erred by finding his claimed compensation to be excessive.

       The crux of this appeal is the proper interpretation of § 6.6.

Mancuso urges that under that section, only the committee may raise

objections to his compensation.         The committee and TCCP, on the

other hand, focus on that part of § 6.6 that confers on the

bankruptcy court “continuing jurisdiction over the determination of

the amount of compensation paid to the Trustee.”           They argue that

the bankruptcy court is thereby entitled to consider any objection

to Mancuso’s compensation, regardless of whether the committee

properly raises it.

       Although both interpretations are plausible, the committee’s

interpretation is the better one.       It is not necessary to set forth

our reasoning in detail; the district court’s opinion is thorough

and well-reasoned, and its reasoning is essentially the same as our

own.   Because Mancuso’s first three objections either focus on the

proper interpretation of § 6.6 or assume the validity of his

interpretation, we need not consider them further.

       Mancuso also contends that even if the bankruptcy court was

entitled to consider objections to his compensation not raised by

the committee, it should not have determined his compensation to be

excessive.    Although Mancuso raises a number of objections to the

bankruptcy court’s finding, the district court’s opinion responds

to each of these objections comprehensively.         We therefore AFFIRM


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for essentially the reasons contained in that opinion.




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