                 UNITED STATES COURT OF APPEALS

                      FOR THE FIFTH CIRCUIT


                       __________________

                          No. 95-30668
                        Summary Calendar
                       __________________



     FEDERAL DEPOSIT INSURANCE CORPORATION, in its corporate
     capacity,

                                      Plaintiff-Appellee,

                             versus

     GRANGE A CHEVAUX, a Louisiana Partnership; AUSTIN W. GLEASON,
     III; GEORGE ANNA POWELL GLEASON; WILLIAM PHILLIP OSBORNE;
     DEBORAH ANNE SAUNDERS OSBORNE,

                                      Defendants-Third Party
                                      Plaintiffs-Appellants,

                               and

     EDDIE MILLIGAN; EVELYN SHERYL WATSON MILLIGAN,

                                      Third Party Defendants.

         ______________________________________________

      Appeal from the United States District Court for the
                  Western District of Louisiana
                           (90-CV-2433)
         ______________________________________________

                        November 28, 1995
Before KING, SMITH and BENAVIDES, Circuit Judges.

BENAVIDES, Circuit Judge:*

     This is an appeal from a summary judgment granted in favor of



*
     Local Rule 47.5 provides: "The publication of opinions that
have no precedential value and merely decide particular cases on
the basis of well-settled principles of law imposes needless
expense on the public and burdens on the legal profession."
Pursuant to that Rule, the Court has determined that this opinion
should not be published.
the holder in due course of a promissory note.        We affirm.

                FACTUAL AND PROCEDURAL BACKGROUND

     On   February   23,   1987,   Grange    a   Chevaux,   a   Louisiana

partnership, and its individual partners (collectively "Grange")

made a promissory note payable to the order of United Mercantile

Bank or bearer in the original principal amount of $375,000.         This

note was secured by a collateral agreement pledging a vendor's lien

and mortgage note payable to the order of bearer made by Eddie

Milligan and Evelyn Milligan in the amount of $375,000 with the

same rate of interest and payment terms as the Grange note.

Appellee Federal Deposit Insurance Corporation is the holder in due

course of the Grange note.

     In February 1988, Grange ceased making payments on its note.

FDIC then sued Grange for $372,927.10, the balance on the note,

plus interest, attorneys' fees, and costs.         Grange answered the

lawsuit with the claim that it was not liable on the note.           The

gist of its argument was that Grange had an agreement with the Bank

that Grange would have no liability on the note and that the debt

would be paid by the Milligans.          However, no such agreement is

reflected on the face of the Grange note.

     In preparation for an October 1992 trial, the court issued a

June 9, 1992 scheduling order that: all dispositive motions be

filed by July 1, 1992, that discovery be completed by August 31,

1992, and that amendments to pleadings would be allowed only upon

a showing of good cause and due diligence.        FDIC timely filed its

motion for summary judgment.       On July 20, 1992, Grange filed its

opposition to summary judgment.         At the same time, Grange sought

                                    2
leave to file an amended answer to assert a claim based upon the

prohibition of tying arrangements in the Bank Holding Company Act,

12 U.S.C. §§ 1971-1978.      This motion to amend was denied.             Summary

judgment was entered for FDIC on September 11, 1995.                On September

24, 1995, Grange moved to compel discovery and take depositions

pending appeal.    Since these motions were made after the grant of

summary judgment for FDIC, the court denied them.                Following trial

on Grange's third party claims, final judgment was entered for the

FDIC on June 19, 1995.

     Grange appeals asserting three points of error: (1) summary

judgment was inappropriate because there are fact issues for trial;

(2) the court abused its discretion by denying the post-summary-

judgment motion to compel discovery; and (3) the court abused its

discretion by denying Grange's motion to amend.

                                  DISCUSSION

     We review a summary judgment under well-established standards.

See Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986); Sterling

Property Management, Inc. v. Texas Commerce Bank, Nat'l Ass'n, 32

F.3d 964, 966 (5th Cir. 1994).                 A party opposing a properly

supported motion for summary judgment may not rest upon mere

allegations   or   denials   in    his       pleadings,    but   must   set   forth

specific facts, properly supported, showing a genuine issue for

trial.   Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256 (1986).

Unsupported assertions are not sufficient.                Id.

     The summary-judgment evidence presented by the FDIC showed

that the Grange note was genuine and it was owned by the FDIC.                   It

is undisputed that Grange ceased payment on the note.                   FDIC also

                                         3
presented evidence of the amount owed on the note.                     This is

sufficient to shift the burden to Grange to show the existence of

a genuine issue for trial.        Grange, however, does not meet this

burden.

     Grange contends that it is not liable on the note because the

Bank made an agreement that it would look to a third party for

payment of the debt.          Grange presents no evidence of such an

agreement.    Grange introduced a single piece of summary judgment

evidence—the affidavit of its counsel.                This affidavit merely

recounts that counsel viewed the original note and other documents

obtained from the FDIC through discovery.1            There is nothing in the

record, save Grange's assertions in its pleadings, reflecting an

agreement    to     release   Grange    from       liability    on   the   note.

Consequently, summary judgment for the FDIC was appropriate.

     Grange's second contention that the district court abused its

discretion by denying its motions to compel discovery is meritless.

Rule 56 does not require that any discovery take place before

summary judgment can be granted.              If a party cannot adequately

defend such a motion, Rule 56(f) provides a continuance remedy.

See Washington v. Allstate Ins. Co., 901 F.2d 1281, 1285 (5th Cir.

1990).    Grange did not invoke Rule 56(f) and take advantage of the

remedy the law provides.         Instead, Grange readily answered the

motion    without    any   indication       that   additional   discovery   was


1
     In addition to the affidavit, copies of minutes from the
Bank's Board of Directors meetings were attached to Grange's
Memorandum in Support of Supplemental Opposition to Motion for
Summary Judgment. None of these excerpts reflect an agreement
between the Bank and Grange that it would not be liable on the
note.

                                        4
necessary.   We find no abuse of discretion by the district court in

denying Grange's discovery motions which were not made until after

the court had already granted summary judgment.

     Likewise, there is no abuse of discretion in denying Grange's

motion to amend its pleadings.   Grange's motion to amend was made

after a scheduling conference in which the court specifically

ordered that amendments would be allowed only upon a showing of

good cause and due diligence.     The motion, based upon the same

facts known to Grange throughout this litigation, came almost three

weeks after FDIC filed its motion for summary judgment.      Having

reviewed the record, we do not find an abuse of the district

court's discretion.

     The district court's judgment is AFFIRMED.




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