               IN THE UNITED STATES COURT OF APPEALS

                           FOR THE FIFTH CIRCUIT



                                  No. 96-20373




SERVICES DOWELL SCHLUMBERGER SA,
                                                 Plaintiff-Appellant,

                                     versus

DUFERCO INTERNATIONAL TRADING LTD, ET AL
                                                 Defendants

DUFERCO INTERNATIONAL TRADING LTD;
DUFERCO ENERGY GROUP INC.,
                                                 Defendants-Appellees.



          Appeal from the United States District Court
               For the Southern District of Texas
                         (CA-H-94-2409)


                             January 10, 1997

Before HIGGINBOTHAM, SMITH, and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:*

     We are persuaded that the district court had subject matter

jurisdiction   and   did    not    err   in   ordering   arbitration   or   in

confirming the arbitral award.           Both SDS and Duferco signed the

terms of reference without reservation regarding the jurisdiction




     *
       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this opinion should not be published and is not precedent except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.
of   the   arbitral   tribunal   or       the   applicability   of   the   ICC

arbitration rules.

      AFFIRMED.




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