                    UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT


                             No. 99-41162


         AEROVIAS DE MEXICO, S.A. DE C.V., d/b/a, AEROMEXICO,

                                                 Plaintiff-Appellant,

                                  v.

            GERARDO DE PREVOISIN and GP INVESTMENT, INC.,

                                                 Defendants-Appellees.


             Appeal from the United States District Court
                   for the Eastern District of Texas
                              (4:95-CV-48)

                             June 29, 2000

Before GARWOOD, DeMOSS and PARKER, Circuit Judges.

PER CURIAM:*

     Plaintiff-Appellant, Aerovias de Mexico, S.A. de C.V.

(“Aerovias”), appeals the district court's dismissal of its suit

for lack of subject matter jurisdiction.     We agree with the

district court's analysis and affirm its decision.

                              Discussion
     Aerovias brought suit against Gerardo de Prevoisin

(“Prevoisin”) and GP Investment, Inc. (“GP”), claiming that

Prevoisin committed a series of wrongful acts while Chairman of

the Board of Aerovias.    Aerovias claimed that, through a series

     *
        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that this opinion should not be published and is not precedent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.

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of transactions, Prevoisin and GP committed fraud, converted and

wasted Aerovias's corporate assets, breached fiduciary duties and

violated the Racketeer Influenced and Corrupt Organizations Act

(“RICO”).   See 18 U.S.C. §§ 1951-68 (1994).   After successful

removal by the defendants and a series of procedural rulings, the

district court concluded that it did not have subject matter

jurisdiction and dismissed the case.

     We agree with the district court that because all predicate

acts for the transactions that form the basis of Aerovias's money

laundering claim occurred outside of the United States, it lacked

subject matter jurisdiction under RICO.    See 18 U.S.C. §

1956(c)(7)(B) (West Supp. 2000) (listing specified unlawful

activities necessary to establish subject matter jurisdiction

under the money laundering statute).

     In addition, we agree with the district court that it also

lacked subject matter jurisdiction based on the conduct or

effects test.    While some of the proceeds of the alleged

fraudulent activity may have been used to procure property in the

United States, the conduct itself occurred in Mexico.    “Mere

preparatory activities, and conduct far removed from the

consummation of the fraud, will not suffice to establish

jurisdiction.”    North South Fin. Corp. v. Al-Turki, 100 F.3d

1046, 1051 (2d Cir. 1996)     (quoting IIT v. Vencap, Ltd., 519

F.2d 1001, 1017 (2d Cir. 1975)).    We have adopted the Second

Circuit's articulation of the conduct test.    See Robinson v.

TCI/US West Communications, Inc., 117 F.3d 900, 906 (5th Cir.

1997).

                                 -2-
                           Conclusion

     Because we agree with the district court's analysis, we

affirm its dismissal of Aerovias's suit based on lack of subject

matter jurisdiction.



AFFIRM




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