                        United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
            _____________

            No. 96-4197NE
            _____________

Conagra, Inc., doing business as      *
Conagra Feed Ingredient Merchandising *
Company, Inc.,                        *
                                      *
                   Appellee,          *
                                      *
       v.                             *
                                      *
Bartlett and Company,                 *
                                      *
                   Appellant.         *

            _____________                  Appeals from the United States
                                           District Court for the District of
            No. 96-4200NE                  Nebraska.
            _____________
                                                    [UNPUBLISHED]
Conagra, doing business as Conagra    *
Feed Ingredient Merchandising         *
Company, Inc.,                        *
                                      *
                  Appellant,          *
                                      *
      v.                              *
                                      *
Bartlett and Company,                 *
                                      *
                  Appellee.
                                _____________

                          Submitted: September 11, 1997
                                  Filed: September 18, 1997
                                   _____________

Before FAGG, WOLLMAN, and LOKEN, Circuit Judges.
                          _____________

PER CURIAM.

       Bartlett and Company appeals and Conagra cross-appeals from the district
court's order and judgment following a bench trial in this diversity-based breach of
contract action. Having carefully reviewed the case, and having considered de novo
the disputed issues of Nebraska law, we conclude neither Bartlett and Company nor
Conagra are entitled to relief. We further conclude the district court's fact-findings are
not clearly erroneous and no error of law appears. Because this case is highly fact
specific and involves an interpretation of Nebraska law, an extensive opinion would
have no precedential value. We thus affirm on the basis of the district court's opinion.
See 8th Cir. R. 47B.

      A true copy.

             Attest:

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




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