August 17, 1994
                United States Court of Appeals
                    For the First Circuit
                                         

No. 93-2296

                       JIMMIE E. WOODS,

                    Plaintiff, Appellant,

                              v.

                  FRICTION MATERIALS, INC.,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT
              FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Mark L. Wolf, U.S. District Judge]
                                                  

                                         

                            Before

                     Breyer,* Chief Judge,
                                         
              Boudin and Stahl, Circuit Judges.
                                              

                                         

                         ERRATA SHEET

The following  references to  "Mass. Gen.  L. ch.  93A" should  be
changed to "Mass. Gen. L. ch. 93":

Page 5, first full  , l. 9
Page 6, l.10
Page 8, l.11
Page 20, l.5, l.7, l.17
                                         
                 
*Chief Judge Stephen Breyer heard oral argument in this matter but did
not  participate  in  the drafting  or  the  issuance  of the  panel's
opinion.   The  remaining two  panelists therefore issue  this opinion
pursuant to 28 U.S.C.   46(d).

August 4, 1994      UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT

                                     

No. 93-2296

                       JIMMIE E. WOODS,

                    Plaintiff, Appellant,

                              v.

                  FRICTION MATERIALS, INC.,

                     Defendant, Appellee.

                                     

                         ERRATA SHEET

The opinion of this court issued on July  29, 1994, is amended  as

follows:

Page 15, second line  from the bottom  of the page:  Delete  "the"

after "than."

                United States Court of Appeals

                    For the First Circuit

                                         

No. 93-2296

                       JIMMIE E. WOODS,

                    Plaintiff, Appellant,

                              v.

                  FRICTION MATERIALS, INC.,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Mark L. Wolf, U.S. District Judge]
                                                  

                                         

                            Before

                     Breyer,* Chief Judge,
                                         

              Boudin and Stahl, Circuit Judges.
                                              

                                         

Frederick T. Golder with whom Bernstein,  Golder &amp; Miller P.A. was
                                                              

on brief for appellant.

Samuel  A. Marcosson, James  R. Neely, Jr., Gwendolyn Young Reams,
                                                                 

and  Vincent  J.   Blackwood  were  on  brief  for   Equal  Employment
                        

Opportunity Commission, amicus curiae.

Dan  T.  Carter with  whom  James  Allan  Smith,  Smith, Currie  &amp;
                                                                  

Hancock, Richard W.  Gleeson, and Gleeson &amp; Corcoran were on brief for
                                                

appellee.

                                         

                        July 29, 1994

                                         

                 

*Chief Judge Stephen Breyer heard oral argument in this matter but did

not  participate  in  the drafting  or  the  issuance  of the  panel's

opinion.   The  remaining two panelists  therefore issue  this opinion

pursuant to 28 U.S.C.   46(d).

          STAHL, Circuit Judge.  Plaintiff  Jimmie  E.  Woods
                              

filed a complaint charging defendant Friction  Materials Inc.

("FMI") with  illegal race, age,  and handicap discrimination

in violation of state and federal law.  Woods now appeals the

district court grant of summary judgment in favor of FMI.  We

affirm.

                              I.
                                

            FACTUAL FINDINGS AND PRIOR PROCEEDINGS
                                                  

          Woods, a 54 year-old, handicapped, African-American

male,  was employed between 1961  and 1986 by  PT/BT, a small

group  of  interrelated  brake  manufacturing   companies  in

Lawrence, Massachusetts.  During his tenure with PT/BT, Woods

was promoted twice, to  the position of foreman in  1968, and

to  the position  of supervisor  in 1970.   In  1986, FMI,  a

wholly owned subsidiary  of Echlin, Inc. ("Echlin")  acquired

the  assets of PT/BT.   Thereafter, Wood continued working at

FMI as a production foreman without a break in service.

          In  February of  1987, Echlin, concerned  about the

financial  condition of  the  newly formed  FMI, fired  FMI's

president  and  manufacturing  manager.   Three  days  later,

Echlin  appointed  Patrick  Healey   to  the  top  managerial

position at FMI,  that of division  manager.  Under  Healey's

leadership, FMI began to  retool and update its manufacturing

processes.

                             -2-
                              2

          As  a  result,  Woods   and  the  other  three  FMI

production  foremen in  the block-making  department (Richard

Bond, a 45 year-old  caucasian male, Paul Harris, a  65 year-

old  African-American male,  and Peter  Lane, an  50 year-old

African-American  male)  experienced  an  increase  in  their

duties and  responsibilities.  According to  Woods, FMI began

to  expect  more  from  its employees  and  the  supervisor's

position  became more complicated  than it  had been  when he

worked at  PT/BT.  Deposition of  J. Woods at 28.   After the

reorganization began,  of the four supervisors  in the block-

making department, Bond  was terminated for  poor performance

and Lane  was demoted to  a non-supervisory position.   Woods

initially  fared well at FMI, as evidenced by a November 1987

written evaluation  in  which Superintendent  Elvin  Valentin

gave Woods  an overall rating of  three on a scale  of one to

five.    In  1988,  however, Woods  learned  that  Valentin's

opinion of his  work had  diminished.   In a  ten to  fifteen

minute  review,   Valentin  told  Woods  that   both  he  and

manufacturing  manager Ray Shaffer (Woods' direct supervisor)

felt that Woods was not performing up to his capability, that

he needed to improve his scheduling and interpersonal skills,

and that he would not be receiving a raise. Id. at 47-49.
                                               

          In October  1988, Woods  was injured in  a non-work

related automobile  accident.  The  resulting injuries forced

Woods  to take an extended medical leave of absence from FMI.

                             -3-
                              3

By  the end  of  February 1989,  Woods  had used  all of  his

medical and  vacation  leave time  and  still was  unable  to

return  to work.  Pursuant to FMI's policy of terminating all

employees who  are unable  to  work after  the expiration  of

their leave  time, notwithstanding the ongoing  nature of the

ailment, FMI terminated Woods.  Woods does not  challenge his

termination.  

          By  1989, Woods  was physically  able to  return to

work.   In late 1989,  FMI began interviewing  candidates for

the position of production foreman for a new production line.

Woods, along with approximately seventy-four  others, applied

for one  of four  available positions.   Of  the seventy-five

applicants,  personnel  manager   Arthur  McKew  decided   to

interview eight, including Woods.   The eight applicants were

interviewed  by  two  of  FMI's  production  superintendents,

Warren  Kappeler  and  Garnet  Wilson1,  who   evaluated  the

candidates  on their  manufacturing and  production knowledge

and comprehension, supervisory  skills, and general demeanor.

                    

1.  Wilson replaced Valentin who,  in July 1989, was arrested
by  the Massachusetts  State Police  and terminated  from his
employment for theft of FMI funds.  McKew aff. at 2.  This is
only  important because  of  Woods' allegation  that Valentin
made  racist remarks  to  Woods while  they worked  together.
Valentin, however, played  no role in  FMI's decision not  to
hire Woods since  he was  no longer employed  by the  company
when the employment decisions were made.  See Medina-Munoz v.
                                                          
R.J. Reynolds Tobacco  Co., 896  F.2d 5, 10  (1st Cir.  1990)
                          
("The  biases of  one  who neither  makes nor  influences the
challenged  personnel  decision  are  not  probative  in   an
employment discrimination case.").

                             -4-
                              4

Both Kappeler and  Wilson assessed Woods' supervisory  skills

and understanding  of production  processes as weak  and felt

that on  balance these weaknesses outweighed  Woods' years of

experience.  Both  men recommended that  Woods not be  hired.

McKew stated  that he  ultimately decided  not to  hire Woods

based  upon the  interviews and  Woods' previous  performance

evaluations.  In his deposition, McKew conceded that although

Woods could have filled one of the open positions, he was not

hired because there  were others  who he found  to be  better

qualified.   The  positions  were thereafter  filled by  four

younger,  non-handicapped, caucasian  males.   Woods concedes

that he is  unaware of the qualifications  possessed by those

ultimately hired.

          On March 19, 1990, Woods filed a complaint with the

Massachusetts Commission Against Discrimination ("MCAD").  On

May  7,  1990,  Woods  commenced  this  action  by  filing  a

complaint  in the  Superior  Court of  Massachusetts for  the

County  of Middlesex.   In  his complaint, Woods  charged FMI

with  age  discrimination in  violation  of  the Federal  Age

Discrimination and  Employment Act ("ADEA"), 29  U.S.C.   621

et  seq.,  and  with  age and/or  race  and/or  color  and/or
        

handicap  discrimination in  violation of  Mass. Gen.  L. ch.

151B and Mass. Gen. L. ch. 93    102 and 103.  

          After removing  the action to  the federal district

court  in  Massachusetts,  FMI  filed a  motion  for  summary

                             -5-
                              5

judgment  on all claims, claiming that Woods had not made out

a prima facie case of discrimination because he had not shown

that  he was qualified for  the position sought,  and, in the

alternative, that  FMI's decision not to hire  Woods had been

made for  nondiscriminatory reasons,  i.e., those hired  were

better  qualified.  Woods filed  a motion in  opposition.  On

October 1, 1993, the district court issued a written order in

which  it awarded  summary judgment  in FMI's  favor, finding

that although  Woods had established  a prima facie  case, he

had  failed  to  allege   sufficient  facts  to  rebut  FMI's

articulated nondiscriminatory  reasons  under both  ADEA  and

Mass. Gen. L. ch. 151B.  The district court further held that

Woods'  claim under  Mass. Gen.  L. ch.  93 was  preempted by

Mass. Gen.  L. ch. 151B.  It is from this judgment that Woods

now appeals. 

                             II.
                                

                      STANDARD OF REVIEW
                                        

          We review grants of  summary judgment de novo, and,
                                                       

like the district court, are obliged to review the facts in a

light  most favorable  to the  non-moving party,  drawing all

inferences in the non-moving party's favor.  LeBlanc v. Great
                                                             

Am. Ins. Co., 6 F.3d 836,  841 (1st Cir. 1993), cert. denied,
                                                            

114 S. Ct. 1398 (1994).  Summary judgment is appropriate when

"the pleadings, depositions,  answers to interrogatories, and

admissions  on file,  together with  the affidavits,  if any,

                             -6-
                              6

show  that there is no genuine  issue as to any material fact

and that  the moving  party is  entitled to a  judgment as  a

matter  of law."    Fed.  R. Civ.  P.  56(c).   "`[T]he  mere

existence of some alleged factual dispute between the parties

will not  defeat an  otherwise properly supported  motion for

summary judgment; the requirement is that there be no genuine
                                                             

issue of  material  fact.'"   Medina-Munoz,  896  F.2d  at  8
                                          

(emphasis in original)  (quoting Anderson  v. Liberty  Lobby,
                                                             

Inc., 477  U.S.  242, 247-248  (1986)  (citations  omitted)).
    

Moreover,  summary judgment  may  be appropriate  "`[e]ven in

cases  where elusive concepts such as motive or intent are at

issue,  . .  .  if the  non-moving  party rests  merely  upon

conclusory    allegations,    improbable   inferences,    and

unsupported speculation.'"   Goldman  v. First Nat'l  Bank of
                                                             

Boston, 985 F.2d 1113, 1116 (1st Cir. 1993)  (quoting Medina-
                                                             

Munoz,  896 F.2d  at 8).    Finally, Fed.  R.  Civ. P.  56(c)
     

"mandates the entry  of summary  judgment . .  . upon  motion

against a party  who fails  to make a  showing sufficient  to

establish  the  existence of  an  element  essential to  that

party's case, and on which that party will bear the burden of

proof at trial."   Celotex  Corp. v. Catrett,  477 U.S.  317,
                                            

322-23 (1986).               III.
                             III.
                                 

                          DISCUSSION
                                    

          On  appeal,  Woods  claims,  inter  alia,  that the
                                                  

district court  misapplied  the  respective  burdens  of  the

                             -7-
                              7

parties under both federal and state law.  More specifically,

Woods argues that the district court erred in ruling that the

burden  shifting framework  as  limned in  McDonnell  Douglas
                                                             

Corp.  v. Green, 411 U.S. 792, 802-05 (1973) and expounded in
               

St. Mary's Honor  Center v. Hicks, 113 S. Ct. 2742 (1993) (1)
                                 

may require plaintiff to present more than a prima facie case

in order  to  survive  a motion  for  summary  judgment,  (2)

requires  the employer to do no more than simply articulate a

nondiscriminatory  reason for its  employment action, and (3)

requires plaintiff to present evidence to  show not only that

the  employer's proffered reason  was a pretext,  but that it

was a  pretext for  illegal discrimination.   Moreover, Woods
                  

claims that the  district court erred  in analyzing both  the

federal  and state  claims  together under  the same  federal

standard and further erred in finding that Woods claims under

Mass.  Gen. L. 93    102 and  103 were preempted.  We address

each argument in turn.

A.  Federal Claim
                 

          In  an ADEA  failure to  hire  discrimination suit,

plaintiff  bears  the  ultimate   burden  of  persuading  the

factfinder that the  employer illegally discriminated against

plaintiff  by  refusing to  hire  plaintiff on  the  basis of

his/her age.  See Lawrence v. Northrop Corp., 980 F.2d 66, 69
                                            

(1st  Cir. 1992).  Where  there is little  direct evidence of

age discrimination,  plaintiff may rely upon  the three stage

                             -8-
                              8

burden-shifting  framework  set forth  in  McDonnell Douglas.
                                                            

See  id. at  68;  Goldman,  985 F.2d  at  1117.   Under  this
                         

framework, plaintiff  initially must establish  a prima facie

case of discrimination, i.e., in a failure to hire situation,

plaintiff must show  that (1) s/he is a member of a protected

class, (2) s/he applied and was qualified for the position in

question, (3)  that despite his/her qualifications,  s/he was

rejected,  and  (4)  that,  after   rejection,  the  position

remained open  and the employer continued  to seek applicants

from  persons  of  the  complainant's  qualifications.    See
                                                             

McDonnell  Douglas,   411  U.S.  at  802.     Once  plaintiff
                  

successfully establishes  a prima facie case,  it is presumed

that    the   employer    engaged   in    impermissible   age

discrimination.  See  Texas  Dept. of  Community  Affairs  v.
                                                         

Burdine, 450 U.S. 248, 254 (1981).  
       

          In the  second stage, the employer  must rebut this

presumption by articulating a  legitimate, non-discriminatory

reason for its  decision not to hire plaintiff.   See Vega v.
                                                          

Kodak Caribbean, Ltd., 3 F.3d 476, 479 (1st Cir. 1993).  "The
                     

employer's  burden at this stage is merely one of production;

the burden  of persuasion remains plaintiff's  at all times."

Lawrence,   980   F.2d   at    69.      Once   a   legitimate
        

nondiscriminatory  reason  is  articulated,  the  presumption

created  by plaintiff's prima facie case disappears.  Id.  At
                                                         

the third and final  stage, plaintiff must produce sufficient

                             -9-
                              9

evidence,  direct  or  indirect,  to show  that  the  reasons

advanced  by  the  employer  constitute a  mere  pretext  for

unlawful discrimination.   See LeBlanc,  6 F.3d at  842.   To
                                      

meet  this  burden, the  claimant  must prove  both  that the
                                                   

employer's   articulated   reason   is   false,    and   that

discrimination  was  the  actual reason  for  its  employment

action.  See Hicks, 113  S. Ct. at  2749 n.4.2   If plaintiff
                  

"fails to show `pretext,' [for discrimination] the challenged

employment action  `must stand.'"   Id. at 2752  n.6 (quoting
                                       

McDonnell Douglas, 411 U.S. at 807). 
                 

          Of course, the framework described above applies to

a full bench trial, as was the case in Hicks.  As we noted in
                                            

                    

2.  Woods misstates the law when he argues without citing any
authority that  "[i]f the plaintiff shows  that an employer's
reasons are  not credible,  he resurrects the  presumption of
unlawful discrimination,  since in  the absence of  any known
reasons for  the employers decision, courts  presume that the
employer was motivated by discriminatory reasons."  In Hicks,
                                                            
the Court addressed this precise issue and held that once the
defendant 

          has succeeded  in carrying its  burden of
          production,    the   McDonnell    Douglas
                                                   
          framework  --  with its  presumptions and
          burdens  -- is  no longer  relevant.   To
          resurrect  it later,  after the  trier of
          fact   has   determined  that   what  was
          `produced'   to   meet   the  burden   of
          production is not credible, flies  in the
          face  of our  holding in Burdine  that to
                                          
          rebut  the  presumption `[t]he  defendant
          need not persuade the  court that it  was
          actually   motivated  by   the  proffered
          reasons.'

Hicks, 113 S. Ct. at 2749 (quoting Burdine, 450 U.S. at 254).
                                          

                             -10-
                              10

LeBlanc, however, the Hicks decision set forth the respective
                           

burdens which  need to be met in order for a party to survive

a motion for summary judgment:

          In  the context  of  a  summary  judgment
          proceeding, Hicks requires that, once the
                           
          employer   has  advanced   a  legitimate,
          nondiscriminatory  basis for  its adverse
          employment   decision,   the   plaintiff,
          before  becoming  entitled  to bring  the
          case before the trier  of fact, must show
          evidence  sufficient  for the  factfinder
          reasonably    to   conclude    that   the
          employer's decision to  discharge him  or
          her   was   wrongfully   based  on   age.
          Goldman, 985 F.2d at 1117;  Lawrence, 980
                                              
          F.2d at 69-70;  Villanueva [v.  Wellesley
                                                   
          College],  930  F.2d [124,]  127-28 [(1st
                 
          Cir.),  cert.  denied,  112  S.  Ct.  181
                               
          (1991)]; Connell [v. Bank of Boston], 924
                                             
          F.2d  [1169,]  1172  [(1st  Cir.),  cert.
                                                   
          denied,  501 U.S. 1218  (1991)].  "Direct
                
          or  indirect  evidence of  discriminatory
          motive  may do,  but  `the evidence  as a
          whole  . .  .  must be  sufficient for  a
          reasonable factfinder to  infer that  the
          employer's decision was motivated  by age
          animus.'"    Goldman,  985  F.2d  at 1117
                              
          (quoting  Connell,  924  F.2d 1172  n.3).
                           
          Thus, the plaintiff cannot  avert summary
          judgment  if  the  record  is  devoid  of
          adequate    direct    or   circumstantial
          evidence of discriminatory animus  on the
          part of  the employer.   See id.  at 1118
                                          
          (citations and footnote omitted).

LeBlanc, 6 F.3d at 843.3
       

                    

3.  In  its   amicus  curiae  brief,   the  Equal  Employment
Opportunity Commission  (the "EEOC"),  urges us to  hold that
"an employment discrimination  plaintiff may survive  summary
judgment by establishing a prima facie case of discrimination
and  showing a  genuine  issue of  fact  on the  question  of
whether  the employer's asserted  explanation for its actions
is worthy of credence."  In other words, the EEOC  would like
a  blanket  statement  that   once  evidence  of  pretext  is
proffered, that evidence along with the prima facie case will

                             -11-
                              11

          1.  Stage One - Woods' Prima Facie Case
                                                 

          We   agree  that  Woods   has  provided  sufficient

evidence  to establish a prima  facie case.   As the district

court stated, Woods has shown that

          [h]e  is  a  member  of  [the]  protected
          class[]  .  .  .  within  the meaning  of
          applicable law.   His long  experience in
          the  industry  and  history   of  largely
          favorable  reviews,  and McKew's  opinion
          that he was qualified  to fill one of the

                    

at all times shield plaintiff from adverse summary judgments.
The EEOC cites as authority the following passage from Hicks,
                                                            
in which the Court specifically noted that 

          [t]he   factfinder's  disbelief   of  the
          reasons  put  forward  by  the  defendant
          (particularly if disbelief is accompanied
          by   a   suspicion  of   mendacity)  may,
                                                  
          together  with the elements  of the prima
          facie case, suffice  to show  intentional
          discrimination.  

Hicks, 113  S. Ct  at 2749  (emphasis supplied).   We  do not
     
agree that the Court's language supports the EEOC's position.
Rather,  this quoted  statement simply  makes clear  that the
Supreme Court envisioned  that some cases exist where a prima
facie case and  the disbelief  of a pretext  could provide  a
                                                  
strong enough  inference of  actual discrimination  to permit
the fact-finder to find for the plaintiff.  Conversely, we do
not  think that the  Supreme Court meant  to say  that such a
finding would  always be permissible.   (For example, suppose
                     
an employee made out  a truly bare-bones prima facie  case of
age  discrimination, and  the  employer  responded  that  the
employee  lacked the necessary  skills for the  job.  Suppose
also  that unrefuted evidence showed  that the response was a
pretext,  because  the employer  had  fired  the employee  to
conceal  the employer's own acts of embezzlement.  In such an
instance, there would be a prima facie case at the outset and
a  disbelieved  pretext,  but  we  think  it  plain  that  no
reasonable  jury  could find  age  discrimination  on such  a
record.)   The  strength  of the  prima  facie case  and  the
significance of  the disbelieved pretext will  vary from case
to case depending on the circumstances.  In short, everything
depends on the individual facts.

                             -12-
                              12

          openings,  has created at least a genuine
          issue  as to  his  ability  to  meet  the
          employer's   legitimate  expectations.   
          Woods was denied  a supervisory  position
          by  FMI.    In  addition,  [FMI]  has not
          offered evidence to  remove from  dispute
          the   issue  whether   he  is   about  as
          qualified  as the  individuals ultimately
          hired.

Therefore,  we turn our attention to  the question of whether

FMI has satisfied  its burden of production by articulating a

legitimate non-discriminatory  reason  for refusing  to  hire

Woods.

          2.  Stage Two - FMI's Articulated Nondiscriminatory
                                                             

Reason
      

          FMI offers  two interrelated reasons for not hiring

Woods.  Basically, FMI contends that Woods was not  qualified

to hold a supervisory  position in the new and  retooled FMI,

and that  in the  alternative,  even if  he was  found to  be

minimally qualified, that  he was not  as qualified as  those

ultimately hired.  In support of these claims, FMI introduced

the affidavits  of Healey, McKew,  Wilson, and Kappeler.   In

his statement, Healey recounted the changes he implemented to

make FMI financially competitive in the market and why Woods'

prior  experience  was  not  indicative  of  his  ability  to

competently fill the updated position of productions foreman.

Among the  changes, he noted  that the production  foremen in

particular were  given more responsibility  while losing some

of their  support systems  and that  "[i]n essence, FMI  went

                             -13-
                              13

from a relatively simple operation to a complex manufacturing

system   with   a   production   schedule   and  pre-planning

requirements."  Affidavit of  P. Healey at 8.   Healey stated

that Woods "had  a limited technical  knowledge of how  brake

parts were manufactured  . . . . a limited ability to trouble

shoot and generally displayed limited inclination and ability

to  be innovative."   Id. at 5.   Healey further  opined that
                         

Woods lacked "basic supervisory skills, including the ability

to plan work, to organize and to implement a production plan,

and  to motivate employees to  carry out the  plan," id., and
                                                        

that he "had  a great deal of difficulty in  planning for and

implementing the  coordination of the machinery, raw material

and workforce  assignments necessary  to produce  the product

mix and quantity required of his  shift," id. at 9.  Attached
                                             

to  Healey's affidavit is a  copy of an  undated and unsigned

evaluation, one which  was never shared with Woods because of

his  accident and subsequent inability to return to work.  In

the evaluation, both Healey  and Shaffer rated Woods' overall

performance in the second  to lowest category, while awarding

Woods  the lowest grade with regard to enforcement of company

policies, acceptance of responsibility,  and decision-making.

Healey stated that as a result of this evaluation, management

intended to place  Woods on probationary status  prior to his

accident.  

                             -14-
                              14

          Kappeler and Wilson stated in their affidavits that

based  upon  their interviews,  they  found  Woods  to be  an

unacceptable  candidate  for  a  foreman  position  with  FMI

because  of   his  weak   supervisory  skills  and   lack  of

understanding of production processes, such as sequencing and

planning.    Both  men  rated  Woods  as  having the  poorest

supervisory skills of all those interviewed.  Affidavit of W.

Kappeler  at  2;   Affidavit of  G. Wilson  at  1.   As noted

earlier,  McKew  also  stated  that  those  hired  were  more

qualified.   Thus, we find that  FMI successfully articulated

non-discriminatory   reasons  for   not  hiring   Woods,  and

therefore carried its burden of production.

          3.  Stage Three - Pretext for Discrimination
                                                      

          Finally,  we  must  determine  whether   Woods  has

produced  sufficient evidence  to  raise a  genuine issue  of

material fact such as would permit a reasonable factfinder to

conclude  that FMI did not rely on its articulated reasons in

deciding  not   to  hire   Woods  and  that   FMI  unlawfully
                                     

discriminated against Woods because  of his age.   Of course,

the most obvious  and relevant piece of evidence  Woods could

introduce to contradict  FMI's assertion that he  was not the

best qualified for the  position, would be evidence regarding

the  qualifications  of those  hired.    Woods, however,  has

neither introduced their respective resumes, nor argued to us

that he  was unable  to obtain  this information through  the

                             -15-
                              15

normal  discovery  channels.    In fact,  the  only  evidence

produced  by Woods to show that the other candidates were not

more  qualified  appears  in  his  own  deposition  where  he

concludes, after admitting  that he had  no knowledge of  the

qualifications of  those hired, that  he had twenty  years of

experience  in the  brake  manufacturing  industry while  the

other applicants had none.  Woods contends that on this basis

alone, a  reasonable  juror might  infer  that Woods  was  as

qualified  or  more  qualified  than those  who  were  hired.

Furthermore, he contends  that it would  be reasonable for  a

juror  to infer, on the  basis of this  evidence coupled with

his  prima  facie  case  that the  actual  reason  for  FMI's

decision not to hire Woods was because he was too old.  We do

not agree.     Although Woods has  presented enough  evidence

to permit  a reasonable factfinder  to determine that  he was

qualified to hold one of the  four positions on the basis  of

1)  his   experience,  2)  the   favorable  evaluations   and

promotions  Woods  received prior  to  his  accident, and  3)

McKew's   reluctant  admission   that  Woods   was  minimally

qualified  to hold  one of  the four  positions, there  is no

evidence  either to  rebut FMI's  assertion that  those hired

were more qualified, or to suggest that FMI's decision not to

hire  Woods  was in  any way  driven  by illegal  age animus.

Because Woods  has failed  to present sufficient  evidence to

permit  a   reasonable  factfinder   to   infer  that   FMI's

                             -16-
                              16

articulated   reason   was  a   pretext   for   unlawful  age

discrimination, his claim under ADEA must fail. 

B.  State Law Claims
                    

          1.  Mass. Gen. L. ch. 151B
                                    

          Next, Woods claims that  although Mass. Gen. L. ch.

151B4

employment  discrimination  claims  are   generally  analyzed

according to the  federal burden shifting regime  articulated

                    

4.  Mass. Gen. L. ch. 151B   4 provides in relevant part:

          It shall be an unlawful practice:

          1.   For  an  employer, by  himself  or his  agent,
because of the race, color, . . . to refuse to hire or employ
or  to bar or to discharge from employment such individual or
to discriminate against such individual in compensation or in
terms, conditions  or privileges of employment,  unless based
upon a bona fide occupational qualification.
          . . . . 
          1B.  For  an  employer in  the  private sector,  by
himself or his agent,  because of the age of  any individual,
to refuse  to hire or employ  or to bar or  to discharge from
employment  such individual, or  to discriminate against such
individual  in  compensation  or   in  terms,  conditions  or
privileges  of  employment, unless  based  upon  a bona  fide
occupational qualification.
          . . . . 
          16.  For  any  employer, personally  or  through an
agent,  to dismiss from employment or  refuse to hire, rehire
or  advance in employment  or otherwise discriminate against,
because  of  his  handicap,  any  person  alleging  to  be  a
qualified  handicapped  person,  capable  of  performing  the
essential functions of the  position involved with reasonable
accommodation, unless the  employer can demonstrate  that the
accommodation required to be  made to the physical or  mental
limitations of the  person would impose an  undue hardship to
the employer's business.

Mass. Gen. Laws Ann. ch. 151B   4 et seq., (West 1982 &amp; Supp.
1994).

                             -17-
                              17

in  McDonnell Douglas,  the  Massachusetts  Supreme  Judicial
                     

Court  (the "SJC"), has  placed a more  demanding burden upon

the  employer  than the  burden  imposed  by federal  law  as

interpreted  by this circuit.  Thus, Woods argues that it was

error  for the district court  to lump the  federal and state

claims together,  and that  under the proper  standard, FMI's

motion for summary judgment must fail.

          It is well established  "that the `state courts are

the ultimate  expositors of state law' and the federal courts

are bound by the constructions placed  upon state statutes by

state  courts  absent extreme  circumstances."   Rundlett  v.
                                                         

Oliver, 607 F.2d  495, 500 (1st Cir.  1979) (quoting Mullaney
                                                             

v.  Wilbur, 421  U.S.  684, 691  (1975)).   Moreover,  it  is
          

equally well established that when interpreting Massachusetts

discrimination   statutes,   the  SJC   "may   look   to  the

interpretations  of analogous federal  statutes, but  are not

bound thereby."  August v. Offices Unlimited,  Inc., 981 F.2d
                                                   

576, 580 n.3 (1st Cir. 1992).

          While  the SJC  has used  the  three-part McDonnell
                                                             

Douglas  analysis as a  guide in deciding  claims under Mass.
       

Gen. L.  ch. 151B, it  has been somewhat  more severe in  its

treatment of  defendants.  In the  oft-cited Wheelock College
                                                             

v.  Massachusetts Comm'n. Against  Discrimination, 355 N.E.2d
                                                 

309 (Mass. 1976), the SJC acknowledged that McDonnell-Douglas
                                                             

merely required the employer  to articulate a legitimate non-

                             -18-
                              18

discriminatory reason for its  action; but the court  went on

to say under ch.  151B, "that articulating a reason  in cases

of  this  kind requires  the  employer  to produce  not  only

evidence  of the  reason for its  action but  also underlying

facts  in support  of that  reason."   Id. at 313-14.   Other
                                          

Massachusetts cases follow the same course.5

          All this, however, is  academic in the present case

because  even  under the  more demanding  standard apparently

followed  in Massachusetts,  FMI  has done  more than  merely

articulate  a  reason.   It has  offered three  affidavits in

which those  concerned set forth their  assessment that Woods

was not as well  qualified as the four men  ultimately hired;

there is  a contemporaneous  evaluation of Woods  critical of

his skills that would presumably  be admissible as a business

record;  and there is an explanation from one of the affiants

that colorably explains how Woods could have done an adequate

job for  a  number of  years  without being  especially  well

qualified for  the more  demanding tasks contemplated  by the

new position in the  upgraded company.  Whether or  not these

                    

5.  See,  e.g., McKenzie  v. Brigham  and Women's  Hosp., 541
                                                        
N.E.2d  325,  326  (Mass. 1989)  (defendant  must  "advanc[e]
lawful grounds for  the action taken and  produce evidence of
                                        
underlying  facts  in  support  thereof")  (emphasis  added);
Trustees  of Forbes  Library v.  Labor Relations  Comm'n, 428
                                                        
N.E.2d 124, 128 (Mass.  1981) (employer could not say  merely
that employee was  fired for breaking rules,  but also "would
have to identify the rules and perhaps the occasions of their
violation, and  offer some indication that  it had considered
these   violations  in   its   deliberations  prior   to  the
discharge").

                             -19-
                              19

materials  taken  together are  a  substantial  case for  the

company--the  case would be a  stronger one if  more had been

said about the  qualifications of the four  men hired instead

of Woods--the materials certainly  amount to some evidence in

support of the articulated reason.

          Finally,  it does  not matter  in the  present case

whether Massachusetts turns out  to follow Hicks as construed
                                                

by the EEOC rather  than as we have  construed it.   Whatever

weight  a  disbelieved  reason  may  have  in  supporting  an

inference of discriminatory intent,  Woods has not created "a

genuine  issue  of  fact  on  the  question  of  whether  the

employer's asserted explanation for  its actions is worthy of

credence."  See p. 11,  n.3, supra.  The jury  might conclude
                                  

that Woods was at least minimally qualified based on his past

record, but there is no evidence that the employer's asserted

explanation--that it found four other men  better qualified--

is pretextual.

          2.  Mass. Gen. L. ch. 93    102 and 103.
                                                  

          Lastly, Woods  claims that the district court erred

in  finding that  his Mass.  Gen. L.  ch. 93     102  and 103

claims  were preempted  by Mass.  Gen. L.  ch. 151B.   Woods'

argument, however,  is not  supported  in the  caselaw.   See
                                                             

Martin  v. Envelope Div. of  Westvaco Corp., No.  CIV. A. 92-
                                           

30121-MAP,  1994 WL 162354, at  *11 (D. Mass.  Apr. 29, 1994)

(collecting federal and state  court cases holding that Mass.

                             -20-
                              20

Gen.   L.  ch.   151B  provides   the  exclusive   remedy  in

Massachusetts for employment related  discrimination claims);

see also DeFazio  v. Delta Air Lines, Inc., 849  F. Supp. 98,
                                          

103  (D. Mass. 1994) (holding that the reasoning of state and

federal  cases  which  find  Mass.  Gen.  L.  ch.  93     102

employment  discrimination claims  to be  preempted by  Mass.

Gen. L.  ch. 151B  "applies with  equal force to  [employment

discrimination] claims under Chapter 93,   103").

          In sum, we agree with the district court that

          the  adequacy  of  the remedies  afforded
          under  Mass.   Gen.  L.  ch.   151B,  the
          efficiency   of  a   uniform  legislative
          remedy, the importance  of giving  effect
          to the procedural prerequisites  of Mass.
          Gen. L.  ch.  151B, and  the  absence  of
          clear  guidance  from  the  Massachusetts
          Supreme Judicial Court,  all support  the
          finding that  Mass. Gen.  L. ch.  151B is
          the  exclusive  state   law  remedy   for
          employment discrimination complaints.

Woods  v. Friction Materials, Inc., 836 F. Supp. 899, 908 (D.
                                  

Mass. 1993) (citing Bergeson v. Franchi, 783 F. Supp. 713 (D.
                                       

Mass. 1992)).

                             III.
                                 

                          CONCLUSION
                                    

          For  the  foregoing  reasons,   the  order  of  the

district  court  granting   summary  judgment  in  favor   of

defendant FMI is    Affirmed.
                             

                             -21-
                              21
