                   UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT


                        _______________________

                              No. 00-50950
                        _______________________


HOTEL PARTNERS, LTD.,

                                                  Plaintiff-Appellant,

                                versus

SECRETARY OF THE INTERIOR,

                                                  Defendant-Appellee.


_________________________________________________________________

           Appeal from the United States District Court
                 for the Western District of Texas
                  Civil Docket #SA-99-CV-0836(EP)
_________________________________________________________________
                            May 21, 2001

Before JONES, DeMOSS, and BENAVIDES, Circuit Judges.

PER CURIAM:*

          Appellant challenges the denial of a certification of its

renovated hotel in San Antonio for purposes of securing an income

tax credit.    Appellant contends that the Secretary’s decision was

(a) based on regulations that are not within the purpose and scope

of the enabling legislation and (b) arbitrary and capricious.

          We have carefully considered these arguments in light of

the briefs, pertinent portions of the record, oral argument, the

     *
      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this opinion should not be published and is not precedent except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.
district court’s comprehensive opinion, and applicable law. Having

done so, we find no error in the court’s conclusion that the

Secretary   could   examine   the   proposed       addition    to   Appellant’s

building in order to determine whether the rehabilitation would be

“consistent with the historic character of such property.”                     26

U.S.C. § (c)(2)(C).     The statute, which does not otherwise define

a rehabilitation, confers sufficient discretion on the Secretary to

authorize the regulations governing this decision.               Appellant has

confused the standards for allocating and quantifying the tax

credit with the standards for maintaining the historic character of

the property.     The former regulations do not inform the role of the

Secretary of the Interior here.

            As for the substance of the Secretary’s decision, we are

not permitted to substitute our judgment for that of the agency and

may only hold the decision arbitrary and capricious if it failed to

consider    the   relevant   factors       and   reveals   a   clear   error   of

judgment.    Citizens to Preserve Overton Parish, Inc. v. Volpe, 401

U.S. 402, 416, 915 S.Ct. 814, 823 (1971).             As the district court

held, that difficult test is not satisfied here.               The Secretary’s

decision agreed with the position espoused by the Texas Historical

Commission, and it is sufficiently supported by the record.                    We

find no deficiency in the process or reasoning employed to reach

the decision denying certification.

            For these reasons, we affirm the judgment of the district

court.

                                       2
AFFIRMED.




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