

                      [NOT FOR PUBLICATION]

                  United States Court of Appeals
                      For the First Circuit
                                           

No. 97-1484

                  MSM INDUSTRIES, INC., ET AL.,

                     Plaintiffs - Appellants,

                                v.

                    ZURICH INSURANCE COMPANY,

                      Defendant - Appellee.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

            [Hon. Nancy Gertner, U.S. District Judge]                                                              
          [Hon. Zachary R. Karol, U.S. Magistrate Judge]                                                                 

                                           

                              Before

                     Torruella, Chief Judge,                                                     

                  Coffin, Senior Circuit Judge,                                                        

                   and Boudin, Circuit Judge.                                                       

                                           

     Jordan  Lewis Ring,  with whom  Philipp  G. Grefe,  David R.                                                                           
Jackowitz and Ring &amp; Grefe, P.C. were on brief for appellants.                                          
     Frederick W.  Stein, with  whom Laurence  H. Reece,  Jeffrey                                                                           
Levy, Heidlage &amp; Reece, P.C., Steven D. Pearson and Bates Meckler                                                                           
Bulger &amp; Tilson were on brief for appellee.                         

                                           

                        September 18, 1997
                                           

          Per Curiam.  After a full review of the record, briefs,                    Per Curiam.                              

and arguments  of counsel, we  are satisfied that the  matter was

properly  resolved  by the  district  court.    The  doctrine  of

collateral  estoppel  or   issue  preclusion  made  the   earlier

Massachusetts  state   court  determination   against  appellants

binding  in the present  federal court action.   See 28  U.S.C.                                                                

1738.  Massachusetts  may follow the Restatement of  Judgments,                                                                          

28(5)(c) (1982),  in recognizing  a limited  exception where  the

party opposing collateral  estoppel makes a clear  and convincing

showing that it was deprived of  the opportunity to obtain a full

and fair  adjudication in the  earlier case, but no  such showing

was made by the appellants in this  case.  Accordingly, we do not

reach appellants'  other  claims of  error which,  as both  sides

agree, are of no importance  once collateral estoppel is found to

apply.

            Affirmed.                      Affirmed.                              

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