               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT


                             No. 95-60438



TWILA J. VASSAR,

                                                   Plaintiff-Appellant,

                                versus


BAXTER HEALTHCARE CORPORATION,


                                                   Defendants-Appellee.



          Appeal from the United States District Court
            For the Northern District of Mississippi
                            (4:93CV97-B-O)


                           February 14, 1996


Before WIENER, PARKER and DENNIS, Circuit Judges:

PER CURIAM*:
     Plaintiff-Appellant    Twila   J.   Vassar   appeals   the   district

court's grant of summary judgment in favor of Defendant-Appellee

Baxter Healthcare Corp. (Baxter) based on a determination that,

inter alia, Vassar had no employment contract with Baxter, and thus

she was an at-will employee.    We have reviewed de novo the facts of

this case in light of the legal arguments proffered in the briefs



     *
       Pursuant to Local Rule 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this opinion should not be published and is not precedent except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 Local Rule 47.5.4.
by able counsel for the parties.        Additionally, we have considered

the exhaustive study of Mississippi's at-will employment law set

forth in the district court's opinion together with its well-

reasoned legal analysis and conclusions, and are satisfied from our

review   that   the   district   court's    grant   of   summary   judgment

dismissing Vassar's action should be, and therefore, in every

respect, is

AFFIRMED.




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