October 7, 1993   UNITED STATES COURT OF APPEALS
                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT

                                         

No. 93-1050

                      THEODORE LEBLANC,

                    Plaintiff, Appellant,

                              v.

              GREAT AMERICAN INSURANCE COMPANY,

                     Defendant, Appellee.

                                         

                         ERRATA SHEET

   The opinion of this  Court issued on September 29,  1993, is
amended as follows:

   Page 2, line 8: add a "," after " . . . 1993)"

   Page 2, section  I., line 4:   insert "of  this case"  after
   "history"

   Page  2, third  line  from the  bottom:   delete  ","  after
"appeal"

   Page 3, line 12:  add ", 1992," after December 21

   Page 4, line 13:  delete "Id;" and insert "Id.; see" 
                                                      

   Page 6, line 8:   delete the sentence beginning  with, "This
   conclusion . . . judgment."

   Page 9, section III., line 2: add a "," after "court"

   Page  12,  footnote  2:    delete  the  last  two  sentences
beginning      with, "Lack of reference to the . . . (1986))."

   Page 13, line 3:  add "the" before "plaintiff"

   Page 13, line 4:  add "the" before "plaintiff"

   Page 13, line 11:  add "the" before "plaintiff"

   Page 13, line 13:  add "the" before "plaintiff"

   Page  20, line 9-10:   delete "acting  President" and insert

   "then-acting president"

   Page 26, footnote 8:  delete "include" and insert "were"

   Page 32, line 10:  delete the "s" from "demonstrates"

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                         

No. 93-1050

                     THEODORE L. LeBLANC,

                    Plaintiff, Appellant,

                              v.

              GREAT AMERICAN INSURANCE COMPANY,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. William G. Young, U.S. District Judge]
                                                    

                                         

                            Before

                     Selya, Circuit Judge,
                                         

               Campbell, Senior Circuit Judge,
                                             

                   and Cyr, Circuit Judge.
                                         

                                         

Walter  M.   Phillips,  Jr.,  with   whom  Phillips  and   Phelan,
                                                                 
Sigmund J. Roos and Peabody &amp; Brown were on brief for appellant.
                               
Kalvin  M.  Grove  with  whom  Joel  W. Rice  and  Fox  and Grove,
                                                                  
Chartered were on brief for appellee.
     

                                         

                      September 29, 1993
                                         

          CAMPBELL,  Senior  Circuit Judge.   On  October 19,
                                          

1990,  the  defendant-appellee,   Great  American   Insurance

Company ("Great American"), terminated its employment of  the

plaintiff-appellant, Theodore L. LeBlanc, who was then fifty-

nine  years old.  LeBlanc brought this action in the district

court  against  his  former  employer  pursuant  to  the  Age

Discrimination in Employment Act  ("ADEA"), 29 U.S.C.    621-

634  (1985 &amp; Supp.  1993), and Mass.  Gen. L. ch.  151B,   4.

The   district  court  entered   summary  judgment  in  Great

American's favor, and this appeal followed.  We affirm. 

                              I.

                         JURISDICTION

          Great American contends that  this court is without

jurisdiction over LeBlanc's appeal  from the district court's

order granting summary judgment in its favor.  To follow this

argument,  it  is  necessary  to  understand  the  procedural

history of this case.

          The  district  court  rendered its  final  judgment

granting summary  judgment to  Great American on  November 2,

1992.   On  November  10, LeBlanc  moved for  reconsideration

under Fed. R. Civ. P. 59(e).  On December 2, 1992, while this

motion for reconsideration was still pending, LeBlanc filed a

notice  of appeal from the November 2, 1992, grant of summary

judgment.   Because at the  time LeBlanc filed  his notice of

appeal  the district  court had  not yet  ruled  on LeBlanc's

                             -4-

motion  for  reconsideration,  we  determined  that  we  were

without  jurisdiction to consider  the appeal and accordingly

dismissed  it.   On  December 21,  1992,  the district  court

denied LeBlanc's motion for reconsideration.  LeBlanc filed a

second notice of appeal on December 28.  The second notice of

appeal asked for relief "from the Order entered  December 21,

1992, denying  Plaintiff's Motion for Reconsideration  of the

court's  previously  entered  order  of   November  2,  1992,

granting  summary  judgment  in  favor  of   defendant  Great

American Insurance Companies [sic]."

          Great American argues that LeBlanc's  second notice

of appeal,  because it  only challenges the  district court's

denial on  December 21, 1992 of LeBlanc's  Rule 59(e) motion,

does not confer jurisdiction upon  this court to entertain an

appeal  from the  district  court's judgment  of November  2,

1992, granting summary judgment.  Appellee insists we possess

jurisdiction only  to consider the  narrower factors relevant

to  the  district  court's  denial of  LeBlanc's  motion  for

reconsideration.  We disagree.

          It  is true that Fed.  R. App. P.  3(c) states that

"[t]he notice of appeal shall specify the . . . order or part

thereof   appealed   from."     Rule  3(c)'s   "commands  are

jurisdictional  and mandatory."   Kotler v.  American Tobacco
                                                             

Co.,  981  F.2d 7,  10-11 (1st  Cir.  1992) (citing  Smith v.
                                                          

Barry,     U.S.    , 112 S.  Ct. 678, 682, 116 L. Ed. 2d  678
     

                             -5-

(1992); Torres v. Oakland  Scavenger Co., 487 U.S.  312, 315-
                                        

16, 108  S. Ct.  2405, 2407-08,  101 L. Ed.  2d 285  (1988)).

Nevertheless, courts  have been admonished  to interpret Rule

3(c) liberally.  Id.; see Foman v. Davis, 371 U.S.  178, 181-
                                        

82, 83 S. Ct. 227, 228-30, 9 L. Ed. 2d 222 (1962).  

          In general,  "an appeal from  the denial of  a Rule

59(e) motion is  not an appeal from the underlying judgment."

Mariani-Giron v. Acevedo-Ruiz, 945 F.2d 1, 3  (1st Cir. 1991)
                             

(citing  Rodriguez-Antuna v. Chase  Manhattan Bank Corp., 871
                                                        

F.2d  1,  2-3 (1st  Cir. 1989);  Pagan v.  American Airlines,
                                                             

Inc., 534 F.2d  990, 992-93 (1st Cir. 1976)).   Yet this rule
    

is  not inflexible.  This circuit has allowed a timely appeal

from  the denial  of a timely  Rule 59(e) motion  to serve as

notice of  an appeal  from the  underlying judgment  in cases

where  the appellant's intent to appeal  from the judgment is

clear.   Id.; see Foman, 371 U.S.  at 181-82.  In making this
                       

assessment, we consider the notice of appeal  "in the context

of the record as a whole."  Kotler, 981 F.2d at 11.
                                  

          Foman v. Davis involved facts very similar to those
                        

in this case.  The district court had dismissed the complaint

for  failure  to state  a claim  upon  which relief  could be

granted.    The  next  day,  plaintiff  moved  to  vacate the

judgment, pursuant to Fed.  R. Civ. P. 59(e), and  also moved

to  amend  the  complaint.    While  the  motions were  still

pending, plaintiff filed a notice of appeal from the district

                             -6-

court's dismissal of the  complaint.  Shortly thereafter, the

district court denied the plaintiff's motions.  The plaintiff

then filed a  second notice of appeal from the  denial of the

motions.

          Although the  parties in  Foman briefed and  argued
                                         

the merits of the district court's dismissal of the complaint

as well  as the  district court's  denial of the  plaintiff's

motions, the court of appeals,  of its own accord,  dismissed

the  appeal insofar as it was taken from the district court's

dismissal of the complaint.   The court of appeals  held that

the  second notice of appeal was "ineffective to review the .

.  . judgment  dismissing  the complaint  because the  notice

failed to specify that  the appeal was being taken  from that

judgment as  well as  from the  orders denying  the motions."

Foman, 371 U.S. at 180-81.
     

          In reversing  the  court of  appeals,  the  Supreme

Court  held that "[t]he defect in the second notice of appeal

did  not mislead or prejudice  the respondent."   Id. at 181.
                                                     

Although the Court agreed that the  first premature notice of

appeal had had no  effect,1 it ruled that, "[t]aking  the two

notices   and  the   appeal  papers   together,  petitioner's

intention to seek review of both the dismissal and the denial

                    

1.  Similarly, the  first notice of  appeal in this  case was
without effect.   See Fed. R.  App. P. 4(a)(4)(iii)  (stating
                     
that a notice  of appeal  filed before the  disposition of  a
motion under Rule  59 to  alter or amend  the judgment  shall
have no effect).

                             -7-

of  the motions was manifest."   Id.  The Court found support
                                    

for this  conclusion  from the  fact  that both  parties  had

briefed and argued the merits of the dismissal on appeal.

          The  Court's decision  in Foman seems  to us  to be
                                         

dispositive  here.    LeBlanc's  intent to  appeal  from  the

district court's November 2,  1992, grant of summary judgment

was plain.  The two notices taken together revealed LeBlanc's

desire to appeal not just from the motion for reconsideration

but also from the underlying judgment.

                             II.

                          BACKGROUND

          Great American  is an  all lines insurance  company

with  its headquarters  in Cincinnati, Ohio.   As  of October

1990, when  Great American dismissed LeBlanc,  Great American

was divided into four geographical regions: Northeast, South,

Midwest,  and  West.    In  addition  to  these  geographical

divisions,  Great American  was  organized according  to  the

lines  of  business,   distinguishing  between  personal  and

commercial lines of insurance.  At the time of his discharge,

LeBlanc was  employed by Great American  Northeast, Inc. (the

"Northeast Zone") in its commercial lines division.

          Great American  hired LeBlanc in October  1980 as a

branch manager  in its  Wheaton, Maryland,  office.   At that

time, LeBlanc  was forty-nine years  old.  From  1980 through

1988,  LeBlanc worked  for Great  American in  Maryland.   In

                             -8-

January  1989,  Great American  transferred  the fifty-seven-

year-old LeBlanc, with his consent, to  eastern Massachusetts

to   serve   as   a   commercial   lines   Agency  Operations

Representative  ("AOR").   The  transfer was  approved by  Al

Conte, then-acting president of  the Northeast Zone, who also

agreed to pay for LeBlanc's moving expenses and to give him a

sixteen percent pay raise.

          In his capacity as an AOR, LeBlanc  was expected to

market  Great American  commercial  insurance to  independent

agents or  brokers in eastern Massachusetts  and assist those

agents and brokers who  were already selling Great American's

insurance  products.    When   LeBlanc  started  in   eastern

Massachusetts,  he joined  Charles DeMartino,  then fifty-six

years  old,  as one  of  two  AORs marketing  Great  American

commercial lines insurance in eastern Massachusetts.  LeBlanc

and DeMartino worked together in eastern  Massachusetts until

LeBlanc's discharge.

          According  to Great  American's evidence,  which is

not  contradicted, the  decision to  dismiss LeBlanc  had its

genesis  in August 1990, when Conte began to prepare a budget

for  the upcoming year for  the Northeast Zone.   Because the

Northeast  Zone  was experiencing  financial problems  at the

time,   Thomas  Hayes,  Executive   Vice-President  of  Great

American,  instructed  Conte to  submit  a  leaner budget  to

corporate headquarters.  Although Conte sought ways to reduce

                             -9-

expenses  without  dismissing  personnel,  he  concluded,  in

September and  early October 1990, that  personnel cuts would

have to be made.

          Conte decided, with the approval of Hayes and Human

Resources  personnel  in  Cincinnati, to  eliminate  or leave

vacant five  positions in the  Northeast Zone.   Those people

directly  affected  by  Conte's  decision  included  LeBlanc,

William  St.  George,   a  forty-seven-year-old   underwriter

working in  the  Windsor, Connecticut,  headquarters  of  the

Northeast Zone, and  Dwight Bowie, the  thirty-eight-year-old

Profit Center Manager in Hartford, Connecticut.  In addition,

two  other  vacant  positions  in  the  Northeast  Zone  were

eliminated.   They included the AOR Manager  in the Syracuse,

New York, office, a position that had already been vacated by

the  resignation  of  Tim  Johnson, age  twenty-six,  and  an

underwriting position in Hartford, Connecticut, that had been

vacant for some time.

          On  October  19,   1990,  Great  American  informed

LeBlanc that he was  being dismissed.  LeBlanc was  told that

the  decision to eliminate  his position was  based on budget

constraints, and  not because  of his  age or  his individual

performance.      Immediately   after  LeBlanc's   discharge,

DeMartino,  the remaining AOR  in eastern  Massachusetts, who

was then fifty-seven, assumed responsibility for four or five

of  the approximately  fifteen insurance agents  whom LeBlanc

                             -10-

had  serviced.    The   remaining  agents  were  assigned  to

underwriters  in  Great  American's Lancaster,  Pennsylvania,

office, which  was responsible for  underwriting insurance in

eastern Massachusetts.

          Approximately nine months later,  in July of  1991,

Great    American    decided    to   transfer    underwriting

responsibility for eastern  Massachusetts from the  Lancaster

office  to the Windsor,  Connecticut, office.   At that time,

Anne   Daley,  a  thirty-year-old   AOR  from   the  Windsor,

Connecticut,  office,  began  to  service  agents  in eastern

Massachusetts.  Daley,  who had been hired by  Great American

prior to LeBlanc's discharge, and who had previously serviced

agents in Connecticut and  western Massachusetts, dropped her

Connecticut  agents  to  service  the  eastern  Massachusetts

agents,   but   continued  to   service  agents   in  western

Massachusetts.    From  July  through  September 1991,  Daley

serviced  some  of  LeBlanc's  former  eastern  Massachusetts

agents.   Daley left Great American in September 1991.  Since

that time, DeMartino  has been  the only  Great American  AOR

servicing agents in eastern Massachusetts.

                             III.

                          DISCUSSION

A.   Summary Judgment
                     

          Because our  review of a grant  of summary judgment

is  de  novo, we,  like the  district  court, are  obliged to
            

                             -11-

review  the  record  in  the  light  most  favorable  to  the

nonmoving party, and to draw all reasonable inferences in the

nonmoving party's favor.   Mesnick v. General  Elec. Co., 950
                                                        

F.2d  816, 820 (1st Cir.  1991), cert. denied,      U.S.    ,
                                             

112 S.  Ct. 2965,  119 L. Ed.  2d 586 (1992);  Griggs-Ryan v.
                                                          

Smith, 904 F.2d 112,  115 (1st Cir. 1990).   Summary judgment
     

is   properly  granted  where  "the  pleadings,  depositions,

answers to interrogatories, and admissions  on file, together

with  affidavits, if any, show that there is no genuine issue

as to any material fact and that the moving party is entitled

to a judgment  as a matter of  law."  Fed. R.  Civ. P. 56(c);

see Goldman v.  First Nat'l  Bank of Boston,  985 F.2d  1113,
                                           

1116 (1st Cir.  1993); Lawrence v.  Northrop Corp., 980  F.2d
                                                  

66, 68 (1st Cir. 1992).

          Summary  judgment  is  a  procedure  that  involves

shifting  burdens  between  the  moving  and   the  nonmoving

parties.   Initially, the onus falls upon the moving party to

aver  "`an  absence  of  evidence to  support  the  nonmoving

party's case.'"  Garside  v. Osco Drug, Inc., 895 F.2d 46, 48
                                            

(1st Cir. 1990)  (quoting Celotex Corp. v. Catrett,  477 U.S.
                                                  

317, 325,  106 S. Ct. 2548,  2554, 91 L. Ed.  2d 265 (1986)).

Once  the  moving  party  satisfies   this  requirement,  the

pendulum swings back to the  nonmoving party, who must oppose

the  motion by  presenting facts  that show  that there  is a

"genuine issue for  trial."  Anderson v. Liberty Lobby, Inc.,
                                                            

                             -12-

477  U.S. 242, 256, 106 S.  Ct. 2505, 2514, 91  L. Ed. 2d 202

(1986)  (citing Fed. R. Civ. P. 56(e)); see Goldman, 985 F.2d
                                                   

at 1116;  Lawrence, 980 F.2d at  68; Garside, 895 F.2d  at 48
                                            

("[A] `genuine issue' exists if there is `sufficient evidence

supporting the  claimed factual dispute' to  require a choice

between  `the parties'  differing  versions of  the truth  at

trial.'" (quoting  Hahn v.  Sargent, 523  F.2d 461, 464  (1st
                                   

Cir. 1975), cert. denied, 425 U.S. 904, 96 S. Ct. 1495, 47 L.
                        

Ed.  2d 754 (1976))).  To oppose the motion successfully, the

nonmoving party "may not rest upon mere allegation or denials

of his pleading."  Anderson, 477  U.S. at 256.  Moreover, the
                           

evidence  presented   by  the  nonmoving  party  "`cannot  be

conjectural  or problematic;  it must  have substance  in the

sense that it limns  differing versions of the truth  which a

factfinder must resolve at an ensuing trial.'"   Mesnick, 950
                                                        

F.2d  at 822 (quoting Mack v. Great  Atl. &amp; Pac. Tea Co., 871
                                                        

F.2d 179, 181  (1st Cir.  1989)).  Indeed,  "[e]ven in  cases

where elusive concepts such as motive or intent are at issue,

summary judgment  may be  appropriate if the  nonmoving party

rests   merely   upon   conclusory  allegations,   improbable

inferences,  and unsupported  speculation."   Medina-Munoz v.
                                                          

R.J. Reynolds Tobacco  Co., 896  F.2d 5, 8  (1st Cir.  1990).
                          

Thus,  to  defeat a  properly  supported  motion for  summary

judgment, the  nonmoving party must  establish a trial-worthy

issue by  presenting "enough  competent evidence to  enable a

                             -13-

finding favorable to the  nonmoving party." Goldman, 985 F.2d
                                                   

at 1116 (citing Anderson, 477 U.S. at 249).
                        

                             -14-

B.   The Age Discrimination Claims2
                                  

     1.   The Legal Framework

          In  an ADEA  discrimination lawsuit,  the plaintiff

bears the ultimate  "`burden of proving  that his years  were

the determinative factor  in his discharge, that  is, that he

would not have  been fired but for  his age.'"  Mesnick,  950
                                                       

F.2d at 823 (quoting  Freeman v. Package Mach. Co.,  865 F.2d
                                                  

1331,  1335 (1st Cir. 1988)).  At  least when there is little

overt  evidence  of  age  discrimination,  the  case  usually

follows  the ritualized burden-shifting paradigm in McDonnell
                                                             

Douglas Corp. v. Green, 411 U.S. 792, 802-05, 93 S. Ct. 1817,
                      

1824-26, 36 L. Ed. 2d 668 (1973); see, e.g., Goldman v. First
                                                             

Nat'l Bank of Boston, 985 F.2d 1113 (1st Cir. 1993); Lawrence
                                                             

v.  Northrop Corp., 980 F.2d  66 (1st Cir.  1992); Mesnick v.
                                                          

General Elec.  Co.,  950  F.2d  816 (1st  Cir.  1991),  cert.
                                                             

denied,      U.S.     , 112 S.  Ct. 2965,  119 L.  Ed. 2d 586
      

(1992).   Under this  formulation, a  plaintiff opens  with a

prima   facie  showing   of  certain   standardized  elements

suggestive  of possible  discrimination.   McDonnell Douglas,
                                                            

411 U.S. at  802; Goldman,  985 F.2d at  1117; Lawrence,  980
                                                       

F.2d at 69; Mesnick, 950 F.2d at 823.  
                   

                    

2.  LeBlanc does  not  specifically argue  that the  district
court erred  in granting summary judgment  for Great American
under  the Massachusetts Anti-Discrimination  Act, Mass. Gen.
L. ch. 151B,   4 (1982 &amp; Supp. 1988).  

                             -15-

          The  elements  of the  prescribed prima  facie case

vary,  within the age  discrimination context, depending upon

whether or  not   the plaintiff  was dismissed  as part  of a

reduction in force.  If there was no reduction in  force, the

plaintiff establishes the prima  facie case by  demonstrating

that he  "(1) was at  least forty years  of age, (2)  met the

employer's  legitimate  job  performance   expectations,  (3)

experienced adverse employment  action, and (4) was  replaced

by a  person  with roughly  equivalent  job  qualifications."

Goldman, 985 F.2d at 1117; see Mesnick, 950 F.2d at 823.  But
                                      

if  the job  loss  was  part of  a  reduction  in force,  the

plaintiff  need   not  show   replacement  by  someone   with

equivalent job  qualifications.  Instead, to  satisfy element

(4), the plaintiff may  demonstrate either that "the employer

did  not treat  age  neutrally or  that younger  persons were

retained in the same position."  Hebert v. Mohawk Rubber Co.,
                                                            

872 F.2d 1104, 1111  (1st Cir. 1989), quoted in  Goldman, 985
                                                        

F.2d at 1117; Lawrence,  980 F.2d at  69; Connell v. Bank  of
                                                             

Boston, 924 F.2d 1169, 1173 n.5 (1st Cir.), cert. denied,    
                                                        

U.S.    , 111 S. Ct. 2828, 115 L. Ed. 2d 997 (1991).

          Establishment  of the  prescribed prima  facie case

creates   a   presumption  that   the  employer   engaged  in

impermissible age discrimination.   See, e.g., Texas Dep't of
                                                             

Community Affairs v. Burdine,  450 U.S. 248, 254, 101  S. Ct.
                            

1089, 1094,  67 L. Ed.  2d 207  (1981); Goldman, 985  F.2d at
                                               

                             -16-

1117.  However, to rebut this  presumption, the employer need

only  "articulate a  legitimate nondiscriminatory  reason for
                 

the employee's termination."  [Emphasis supplied.]  Lawrence,
                                                            

980  F.2d   at  69  (citations  omitted).     The  employer's

obligation is  simply one  of production.   "[T]he  burden of

persuasion  remains  [the employee's]  at  all  times."   Id.
                                                             

(citing Mesnick, 950 F.2d at 823).  
               

          Courts have commonly  said that  once the  employer

has proffered a legitimate, nondiscriminatory reason  for its

adverse employment decision, the presumption generated by the

employee's prima facie case  disappears, and the burden falls

back upon the employee  to prove that the reason  advanced by

the employer for the  adverse employment action constituted a

mere  pretext for  unlawful age  discrimination.   See, e.g.,
                                                            

Goldman, 985 F.2d at 1117; Lawrence, 980 F.2d at 69; Mesnick,
                                                            

950 F.2d at 823-24.  In this circuit, we have always required

not  only "minimally  sufficient  evidence of  pretext,"  but

evidence  that  overall  reasonably  supports  a  finding  of

discriminatory animus.  Goldman,  985 F.2d at 1117; Lawrence,
                                                            

980   F.2d  at  69-70  (citing  Mesnick,  950  F.2d  at  825;
                                       

Villanueva  v.  Wellesley College,  930  F.2d  124, 127  (1st
                                 

Cir.), cert. denied,     U.S.    , 112 S. Ct. 181, 116 L. Ed.
                   

2d 143 (1991);  Connell, 924 F.2d at  1172; Medina-Munoz, 896
                                                        

F.2d at 9; Olivera v. Nestle P.R., Inc., 922 F.2d 43, 48 (1st
                                       

Cir. 1990)).

                             -17-

          This   approach      and  particularly  the  latter

aspect, adopted in some but not all circuits    was clarified

by the  Supreme Court last term.   The Court held  that, once

the employer succeeds "in  carrying its burden of production,

the  McDonnell Douglas  framework  with its  presumptions and
                      

burdens  is no  longer relevant."   St. Mary's  Honor Ct.  v.
                                                         

Hicks,     U.S.    , 113 S. Ct. 2742, 2749,      L. Ed.2d    
     

(1993).  According to the Court:

          The    presumption    [raised   by    the
          plaintiff's  prima  facie  case],  having
          fulfilled   its   role  of   forcing  the
          defendant  to  come  forward   with  some
          response, simply drops out of the picture
          . . . .    The  defendant's  "production"
          (whatever  its persuasive  effect) having
          been made, the trier of fact  proceeds to
          decide  the  ultimate  question:  whether
          [the]  plaintiff  has  proven  "that  the
          defendant   intentionally   discriminated
          against [him]" because of  his race . . .
          .    The  factfinder's disbelief  of  the
          reasons  put  forward  by  the  defendant
          (particularly if disbelief is accompanied
          by   a   suspicion  of   mendacity)  may,
          together  with the elements  of the prima
          facie case, suffice  to show  intentional
          discrimination.  Thus,  rejection of  the
          defendant's   proffered   reasons,   will
          permit  the trier  of fact  to  infer the
                
          ultimate     fact      of     intentional
          discrimination . . . .

     U.S.     ,  113  S. Ct.  at  2749  (citations  omitted).

Although  the Hicks  case  arose in  the  context of  a  race
                   

discrimination  claim brought  pursuant to  Title VII  of the

Civil Rights Act of 1964, the Court's decision  seems equally

applicableto agediscrimination lawsuitsbrought underthe ADEA.

                             -18-

          Thus,  in  an  age  discrimination case,  once  the

employer articulates a  legitimate, nondiscriminatory  reason

for  its decision  to discharge  the employee,  the McDonnell
                                                             

Douglas presumption  "drops out of the picture."   Hicks,    
                                                        

U.S.    ,  113 S. Ct. at 2749.   The trier of  fact must then

simply  determine, based  on  all the  evidence, whether  the

employer's decision to terminate  the plaintiff was motivated

by  intentional age discrimination.   Id.   In  reaching this
                                         

decision, the  trier of fact  may consider, along  with other

evidence,  the   evidence  put  forward  to   show  that  the

employer's  justification for  its adverse  employment action

was a pretext.  Id.  Such evidence, coupled with the elements
                   

of the employee's prima facie case (and, of course, any other

evidence), may (or may not) lead the factfinder to infer that

the employer has engaged in intentional discrimination.  Id. 
                                                            

          The Hicks  decision emanated from an  appeal from a
                   

full  bench  trial.   In the  context  of a  summary judgment

proceeding,  Hicks  requires  that,  once  the  employer  has
                  

advanced   a  legitimate,  nondiscriminatory  basis  for  its

adverse  employment decision, the  plaintiff, before becoming

entitled to bring  the case  before the trier  of fact,  must

show  evidence  sufficient for  the factfinder  reasonably to

conclude that the employer's decision to discharge him or her

was  wrongfully based  on age.   Goldman,  985 F.2d  at 1117;
                                        

Lawrence, 980 F.2d  at 69-70; Villanueva, 930 F.2d at 127-28;
                                        

                             -19-

Connell, 924 F.2d at  1172.  "Direct or indirect  evidence of
       

discriminatory  motive may do, but `the evidence as a whole .

. . must be  sufficient for a reasonable factfinder  to infer

that the employer's decision was motivated by age animus.'"  

Goldman,  985 F.2d at 1117 (quoting Connell, 924 F.2d at 1172
                                           

n.3).   Thus, the plaintiff cannot  avert summary judgment if

the  record is  devoid of  adequate direct  or circumstantial

evidence  of  discriminatory  animus   on  the  part  of  the

employer.  See id. at 1118 (citations and footnote omitted).
                  

     2.   The Prima Facie Case

          The  district  court  granted  summary  judgment in

Great American's favor on the initial ground that LeBlanc had

failed  to make out a prima facie case of age discrimination.

While it  is not clear  to us  that the court  erred in  this

regard, we  prefer    because the question  is so close    to

assume  for present  purposes  that LeBlanc  did establish  a

prima facie  case within the  McDonnell Douglas  formulation.
                                               

This leads us, infra, to examine the adequacy of the evidence
                    

of discriminatory animus,  concluding, as we  do, that it  is

insufficient to create a triable issue.

          There  is no  direct evidence  that Great  American

discharged LeBlanc because of his age, and the parties  agree

that LeBlanc satisfies  the first three of  the four elements

                             -20-

of  his   prima  facie  case  under   the  McDonnell  Douglas
                                                             

paradigm.3     What  is  disputed  is   whether  LeBlanc  has

established  the  fourth element  of  his  prima facie  case.

Great American argues  that, because this  is a reduction  in

force  case, LeBlanc must demonstrate    and has failed to do

so      that  Great  American  either  failed  to  treat  age

neutrally in making its decision to terminate him or retained

younger persons in the same position that he held.4

          LeBlanc maintains that Great American did not treat

age neutrally and that  it retained younger employees  in the

same  position  that he  held  because,  when Great  American

discharged him in October 1990, it continued to employ thirty

other younger AORs in the Northeast Zone.  Moreover,  LeBlanc

intimates that  Great American failed to  treat age neutrally

because two of the three people whom Great  American actually

discharged  as  part of  its  reduction  in force,  including

LeBlanc,  were members  of  the protected  class, i.e.,  were

                    

3.  At  the time  of  his discharge,  LeBlanc was  fifty-nine
years  of age.    This satisfies  the  first element  of  the
McDonnell Douglas standard, which, in age cases, requires the
                 
plaintiff to be over the age  of forty.  In addition, LeBlanc
was  meeting Great  American's job  performance expectations.
Finally,  LeBlanc  experienced  adverse   employment  action,
having been discharged.

4.  LeBlanc  does not agree that this is a reduction in force
case.   He claims  that Great American's  characterization of
this  case as such is  merely a pretext  for Great American's
discriminatory  conduct.     Nevertheless,  even  assuming  a
reduction  in force  occurred, LeBlanc  contends that  he has
made out a prima facie case.  

                             -21-

forty or older.  We are not convinced that  the AOR positions

held by the  thirty other  AORs elsewhere in  the region  may

properly  be considered  the  "same" position  LeBlanc  held.

While  we  agree  that  the  other  AOR  position  in eastern

Massachusetts, which continued to be held by DeMartino (a man

almost identical in age to LeBlanc), was the "same" position,

we  are less clear that  other AOR positions scattered around

the region    say,  in Syracuse, New York     were the  same.

Cf.  Barnes v. GenCorp Inc.,  896 F.2d 1457,  1465 (6th Cir.)
                           

(retention of  younger people  in other jobs  which plaintiff

was  qualified to perform not sufficient to establish a prima

facie case), cert. denied, 498 U.S. 878, 111 S.  Ct. 211, 112
                         

L. Ed 2d 171 (1990).  We also question whether  a company can

be said  not to treat age neutrally as a matter of law merely

because two of the  three people it discharges pursuant  to a

reduction in force belong  to the protected class.   A sample

of three is a  small number from which to draw  deductions of

this sort.   Still, we  shall assume, without  deciding, that

these  two  facts taken  together  would  satisfy the  fourth

element  of the McDonnell  Douglas test, bearing  in mind the
                                  

Court's admonition that  "[t]he burden of making  out a prima

facie  case  is `not  onerous.'"   Mesnick,  950 F.2d  at 823
                                          

(quoting  Texas Dep't  of Community  Affairs v.  Burdine, 450
                                                        

U.S. at 253).

     3.   Great American's Justification

                             -22-

     Assuming,  without necessarily finding, that LeBlanc has

established a prima facie case of age discrimination, we turn

next to the second prong of the McDonnell Douglas test.  This
                                                 

calls  for determining whether Great American has articulated

a   legitimate,   nondiscriminatory   reason  for   LeBlanc's

dismissal.  We hold that it plainly has. 

          Great American maintains that  it reduced its force

in  the Northeast Zone in October 1990 because the region was

experiencing financial  difficulties.  Al  Conte, then-acting

president of the Northeast Zone,  stated in an affidavit that

the   financial  difficulties  in  the  Northeast  Zone  were

attributable  to a  downturn  in the  region's economy,  high

fixed expenses, and  state-mandated residual assessments,  or

government  pooling  requirements, levied  against commercial

lines of insurance.5

          Great American asserts  that it discharged  LeBlanc

as part of this economically-driven reduction in  force for a

number of interrelated business reasons.  Conte, who actually

made  the decision  to eliminate  LeBlanc's  position, stated

that  he  looked  to eliminate  this  Massachusetts  position

because Massachusetts  was the least profitable  state in the

                    

5.  These pooling requirements were charges assessed by state
governments against insurance companies  in certain lines  of
insurance  intended to  fund otherwise  uninsurable business.
These  charges  were  based  upon  each  insurer's  pro  rata
percentage  of total  premiums written  in  that state  for a
given line of insurance.

                             -23-

Northeast  Zone.    In  addition, eastern  Massachusetts,  an

extremely small  geographic area,  was being serviced  by two

experienced AORs, LeBlanc and DeMartino.  Conte believed that

eastern  Massachusetts  would  be  the least  harmed  of  the

Northeast Zone regions by the  elimination of a full-time AOR

position.   Finally,  Conte chose  to retain  DeMartino, then

fifty-eight years old (a  year younger than LeBlanc), because

DeMartino had  a  longer tenure  in Massachusetts  and had  a

claims  adjusting background, not  possessed by LeBlanc, that

provided Great American with greater versatility in the event

of hurricanes, storms, or floods.

          The explanations for LeBlanc's discharge offered by

Conte  fully satisfy  Great American's  burden of  production

under the second prong of the McDonnell Douglas test.  It has
                                               

presented,   "`through   the   introduction   of   admissible

evidence,' reasons for  its actions which, if believed by the
                                                             

trier  of  fact,  would   support  a  finding  that  unlawful
               

discrimination was  not the cause of  the employment action."

St.  Mary's Honor Ctr. v. Hicks,      U.S.    , 113 S. Ct. at
                               

2747  (quoting  Burdine, 450  U.S.  at  254-55) (emphasis  in
                       

original).       Accordingly,   the   presumption    of   age

discrimination  raised  by  LeBlanc's  prima facie  case  has

vanished.  Left to be decided is whether the evidence, in its

entirety, would permit a  reasonable factfinder to infer that

                             -24-

Great American's decision  to terminate LeBlanc was  inspired

by age animus.

     4.   LeBlanc's Evidence of Age Animus

          LeBlanc  points  to  two  types  of  circumstantial

evidence  as supporting  an inference  that  Great American's

decision to  terminate him  was motivated by  intentional age

discrimination.   First,  LeBlanc contends  that the  reasons

articulated  by Great  American  for his  dismissal could  be

found to be mere pretexts offered to disguise the defendant's

age animus.  Second,  LeBlanc argues that certain statistical

evidence he  presented suffices  to show that  Great American

was engaging  in a pattern of  discriminatory conduct towards

older employees.

          a.   Evidence of Pretext

          LeBlanc  submits  that  a  layoff   of  only  three

employees  out  of  212  salaried, exempt  employees  in  the

Northeast  Zone  cannot  be  characterized  as  a  bona  fide

reduction  in  force.6     Moreover,  he  claims  that  Great

American  did not engage in  a reduction in  force because it

hired ten  new  AORs in  1990  prior to  his dismissal.    We

conclude,  however, that  a reasonable  factfinder could  not

infer pretext or age discrimination from these circumstances.

                    

6.  Although  LeBlanc  fails  to   spell  out  the   specific
characteristics of a reduction in force as he understands the
term, he insists that  a true reduction in force  occurs, for
instance, when 1,000 employees  out of an employee population
of 5,500 are dismissed.

                             -25-

          An employer need not dismiss  any particular number

of employees,  or  terminate a  set  percentage of  the  work

force,  to institute a reduction in force.  Rather, "[a] work

force reduction situation occurs when business considerations
                                                             

cause an employer  to eliminate one or  more positions within
                                                             

the  company."   Barnes  v. GenCorp  Inc.,  896 F.2d  at 1465
                                         

(emphasis added).   According  to Al Conte,  Great American's

corporate headquarters ordered him  to submit a leaner budget

for the Northeast Zone  for the upcoming year because  it was

concerned  about the  region's  financial difficulties.    To

comply, Conte decided that it would be necessary to eliminate

five  positions, two  of  which were  unfilled  at the  time.

Under these circumstances, the fact that Conte laid off  only

three employees,  including LeBlanc,  as part of  his claimed

initiative  to trim expenses does not  by itself suggest that

the  dismissals  were mere  pretexts  rather  than bona  fide

reductions  in force.   Other evidence  would be  needed from

which to  conclude that Great American's  stated reasons were

mendacious.

          Nor could a rational factfinder conclude that Great

American's purported reduction in force was a pretext for age

discrimination  simply  because  it  hired ten  younger  AORs

elsewhere  in  the  Northeast   Zone  in  the  period  before

discharging  LeBlanc in  October 1990.   LeBlanc  provides no

evidence  that the hiring of  younger AORs outside of eastern

                             -26-

Massachusetts  was  tied  in  any  way  to  Great  American's

decision to eliminate the older LeBlanc's position in eastern

Massachusetts;  nothing suggests  they  were hired  to assume

LeBlanc's   responsibilities.     LeBlanc   submits   that  a

reasonable   juror   might   conclude  that   a   company  as

sophisticated as Great American would not legitimately decide

to  engage in a reduction  in force shortly  after adding ten

new  positions.   But to  reach any  such conclusion  on this

record,  a  juror  would  have to  indulge  impermissibly  in

unsupported speculation.   See  Medina-Munoz, 896 F.2d  at 8.
                                            

One  can  imagine  perfectly  legitimate  considerations  for

increasing the number  of AORs elsewhere in  the region while

cutting back in eastern  Massachusetts.  It is not  a court's

role "to second-guess the business decisions of an employer."

Petitti v. New England Tel. &amp;  Tel. Co., 909 F.2d 28, 31 (1st
                                       

Cir. 1990).   

          LeBlanc  also  claims  that  he  was  not dismissed

pursuant to a reduction  in force because he was  replaced by

Anne Daley.  It is true that "[a]n employee is not eliminated

as part  of a work force reduction when he or she is replaced

after  his  or her  discharge."   Barnes,  896 F.2d  at 1457.
                                        

Nonetheless, Daley  did not,  in  fact, replace  LeBlanc.   A

discharged employee   "is not replaced  when another employee

is assigned to perform the plaintiff's duties in  addition to

other  duties, or when the  work is redistributed among other

                             -27-

existing  employees  already performing  related work."   Id.
                                                             

Rather, "[a] person is replaced only when another employee is

hired or reassigned to perform the plaintiff's duties."  Id.
                                                            

          Daley  was not  hired to perform  LeBlanc's duties.

She  began  working  for   Great  American  in  its  Windsor,

Connecticut, office one month  before LeBlanc was discharged,

and  did not begin to  service agents and  brokers in eastern

Massachusetts  until  July  1991,  approximately  nine months

after  LeBlanc's  departure.   Prior  to  then, she  serviced

agents only  in Connecticut and western  Massachusetts.  Even

in  July 1991, and thereafter, Daley did not perform anything

like  all  of  LeBlanc's  former  duties.    Moreover,  while

assigned to some (though not all) of LeBlanc's former  agents

in eastern Massachusetts, she  continued to service agents in

western  Massachusetts.     Thus,  at  most,  her   temporary

assignment   included  performing  some  of  LeBlanc's  prior

responsibilities while  carrying on  duties of her  own never

performed  by him.    And even  this  partial performance  of

LeBlanc's  duties lasted for only three months.  This did not

amount to replacing him.7 

          LeBlanc next  disputes Great American's  claim that

it was experiencing  financial difficulties in the  Northeast

Zone and in Massachusetts  in 1990.  LeBlanc opines  that the

                    

7.  Since  September 1991,  when  Daley  resigned from  Great
American,  Charles DeMartino has been the only AOR in eastern
Massachusetts.

                             -28-

primary method for determining  whether a particular state or

a branch  office  is  profitable  is  by  comparing  what  is

referred to  as the total  benchmark figure ("TBM")  with the

total loss ratio ("TOT").  According to LeBlanc, when the TBM

figure  exceeds the  TOT figure,  it  reflects profitability.

LeBlanc  asserts that  Great American's  Gross Accident  Year

Analysis  Report ("GAYAR")  showed that,  for the  years 1987

through 1991, Massachusetts was the only state among the four

largest producing states in the Northeast  Zone8 consistently

to have a TBM figure that exceeded its TOT figure.    

          The GAYAR,  however, was  only one of  many records

kept   by  Great   American  that   measured   the  company's

profitability  in the  Northeast Zone  and in  Massachusetts.

The  Effective Accident  Year Report  for Massachusetts,  for

instance, revealed that, in 1990, the TOT figure exceeded the

TBM  figure  fifty  to  forty-three.9    This  was  a  strong

indication of unprofitability in Massachusetts.  In addition,

the profit and loss statements for the various offices in the

Northeast  Zone  revealed  that the  region  was experiencing

                    

8.  The other  three states  were New York,  New Jersey,  and
Connecticut.

9.  The  difference  between  the  GAYAR  and  the  Effective
Accident Year Report is that the former measured loss  ratios
on  a  policy  year/accident  year  basis  while  the  latter
measured  loss ratios on a calendar year basis.  According to
Robert McGuigan, who was  a vice-president for Great American
at the time of LeBlanc's discharge, executives would evaluate
the calendar  year loss ratios, not  the policy year/accident
year loss ratios, to assess profitability.

                             -29-

financial difficulties in 1990.   For instance, the Lancaster

branch office,  to  which the  eastern  Massachusetts  region

reported, showed a calendar year underwriting loss in 1990 of

approximately  $3.7  million; the  New  Jersey profit  center

reported a calendar year underwriting loss in 1990 of roughly

$4.5 million;  and the New  England profit center  suffered a

calendar year underwriting loss in 1990 of approximately $3.8

million.   All told,  the Northeast Zone  incurred a calendar

year underwriting loss in 1990 of $11.8 million.10

          Given  this  evidence   of  substantial   financial

difficulty,  we   can  find  no  triable   issue  over  Great

American's assertion that unprofitability concerns fueled its

decision to lay off LeBlanc and the others.  The question for

a jury would not be whether Great American's finances, viewed

by one yardstick, might arguably be seen by someone else in a

more  optimistic light  than  did its  managers, but  whether

there was  evidence of profitable  performance sufficient  to

permit  a  reasonable jury  to  infer  that Great  American's

proffered pessimistic analysis     given as a reason  for the

layoffs     was a mere  pretense.  Viewing  all the financial

evidence together, including the GAYAR  data, we think a jury

would lack any rational basis from this evidence to  conclude

                    

10.  This  loss  appears  to   be  particularly  severe  when
compared  to the  $111  thousand calendar  year  underwriting
profit that the Northeast Zone realized in 1989.

                             -30-

that Great  American's assertions of financial  concern, as a

basis for the discharges, were a sham.

          Finally,  LeBlanc argues  that further  evidence of

the pretextual  nature of  Great  American's explanation  for

terminating  LeBlanc lies in the  fact that Al  Conte did not

consult  with Bruce  Rutherford,  the branch  manager of  the

Lancaster  office and  the person  to whom  LeBlanc reported,

before he made  the final  decision to dismiss  LeBlanc.   In

addition,  LeBlanc  asserts  that  Joseph  Klimas, the  vice-

president in charge of personnel for  the Northeast Zone, did

not learn about LeBlanc's  impending dismissal until one week

before  it was  officially announced.   Although  Conte might

have  been  well served  to  consult these  people  before he

decided to discharge LeBlanc, we  are not persuaded that this

evidence either undermines the justifications  given by Great

American for its  decision to dismiss  LeBlanc or shows  that

Great American or Conte  was motivated by age animus.   As we

stated in  Mesnick v. General  Electric Co., "Courts  may not
                                           

sit as  super personnel departments, assessing the merits  or

even   the   rationality  of   employers'   nondiscriminatory

business decisions."   950 F.2d  at 825.   LeBlanc points  to

nothing in the record  to suggest why Conte, who,  in January

1989,  approved  LeBlanc's  transfer,  at   Great  American's

expense,  to  eastern  Massachusetts  and  his  corresponding

sixteen percent pay raise, would develop an aversion to older

                             -31-

people less than two  years later, especially where  he chose

to retain DeMartino, the  other AOR in eastern Massachusetts,

who  was only  a  year younger  than the  fifty-nine-year-old

LeBlanc.  See Lowe v. J.B. Hunt Transp., Inc., 963  F.2d 173,
                                             

175 (8th Cir. 1992); Proud v.  Stone, 945 F.2d 796, 797  (4th
                                    

Cir. 1991) ("[I]n cases where the hirer and the firer are the

same  individual and  the  termination  of employment  occurs

within a relatively short time  span following the hiring,  a

strong  inference  exists  that  discrimination  was   not  a

determining  factor  for  the  adverse action  taken  by  the

employer.").  We  note that Conte, himself, was  nearly sixty

years  old  when he  decided  to  terminate LeBlanc  and  the

others. 

          b.   Statistical Evidence

          LeBlanc  offers  statistical   evidence  of   Great

American's employment practices that  he claims would allow a

reasonable  trier  of fact  to  infer  that Great  American's

decision to terminate him  constituted an act of illegal  age

discrimination.      The  district   court,   however,  found

otherwise.   It ruled  that, in light of  the totality of the

record, LeBlanc's statistical evidence  was insufficient as a

matter of  law to demonstrate that  Great American wrongfully

considered  age in its decision to dismiss LeBlanc.  We agree

with the district court.

                             -32-

          In   a   disparate    treatment   case   such    as

LeBlanc's,11  the central  focus "is  less whether  a pattern

of discrimination  existed [at  the company]  and more  how a

particular  individual was  treated, and  why."   Cumpiano v.
                                                          

Banco Santander P.R.,  902 F.2d 148, 156 (1st Cir. 1990).  As
                    

such,  statistical evidence  of  a  company's general  hiring

patterns,  although relevant,  carries less  probative weight

than it does  in a  disparate impact case.12   See id.;  Mack
                                                             

v. Great Atl. &amp; Pac. Tea Co., 871 F.2d 179, 184 n.3 (1st Cir.
                            

1989) (questioning how statistics showing a low percentage of

African  Americans and  women  at  A  &amp;  P  would  have  been

admissible in a disparate treatment  case).  In this context,

statistical evidence in a disparate treatment case, in and of

itself, rarely  suffices to  rebut an  employer's legitimate,

nondiscriminatory rationale for  its decision  to dismiss  an

individual employee.  See  Walther v. Lone Star Gas  Co., 977
                                                        

F.2d 161, 162 (5th  Cir. 1992).  This is because  a company's

overall employment  statistics will, in at  least many cases,

have little direct bearing on the  specific intentions of the

                    

11.  A "disparate treatment" cause of action accrues "when an
employer  treats  an  employee  less  favorably  than  others
because  of  her  race,  color, religion,  sex,  []  national
origin,"  or age.  Cumpiano v. Banco Santander P.R., 902 F.2d
                                                   
148, 156 (1st Cir. 1990).

12.  Disparate   impact   actions   arise  "from   employment
practices,  often  facially  neutral,  which  (1)  cannot  be
justified  by  business  necessity  and (2)  in  fact  impose
harsher   burdens  on   employees   who  share   a  protected
characteristic."  Cumpiano, 902 F.2d at 156.
                          

                             -33-

employer when dismissing a  particular individual.  Gadson v.
                                                          

Concord Hosp.,  966 F.2d 32, 35 (1st Cir. 1992).  "Without an
             

indication  of  a  connection  between  the  statistics," the

practices   of  the   employer,  and  the   employee's  case,

statistics alone are likely to be inadequate to show that the

employer's   decision   to   discharge   the   employee   was

impermissibly based on age.  Id.
                                

          In the instant case, we do not think that LeBlanc's

statistical evidence  would allow a reasonable  trier of fact

to  infer   that  Great  American  engaged   in  illegal  age

discrimination  against LeBlanc.   The  statistics themselves

are  of questionable  import,  and  they  stand  precariously

unsupported    by   other    probative   evidence    of   age

discrimination.   There is, moreover, no  evidence whatsoever

to  connect  the  statistics  to  Great  American's  specific

decision to dismiss LeBlanc.  

          The flaws  in the statistical  evidence itself  are

notable.   First,  the comparison  of LeBlanc's age  with the

distribution  of  ages  in  various  groups of  AORs  in  the

Northeast  Zone  from  1989  through 1991  fails  to  provide

important information  regarding the pool of  applicants.  We

are  not  told   whether  "qualified  older  employees   were

available or  applied for those  jobs."  Simpson  v. Midland-
                                                             

Ross Corp., 823 F.2d 937,  943 (6th Cir. 1987).   Indeed, the
          

fact that recently hired AORs are younger than LeBlanc is not

                             -34-

necessarily evidence of discriminatory intent, but may simply

reflect a younger available work force.  

          Second, LeBlanc's statistics  that compare the ages

of  the employees who left Great American for any reason from

1989 through 1991  with the ages of  Great American employees

who kept  their jobs during  the period  fail to  distinguish

voluntary  from involuntary departures.  Voluntary departures

obviously have  no bearing on whether  Great American engaged

in age discrimination.  See id. (improper to include "all who
                               

left the company during the relevant  period even though they

might have  retired . . .  or accepted jobs elsewhere").   In

addition, of  the twenty-two  people who left  Great American

either  voluntarily  or involuntarily  during  the three-year

period, seventeen left in  1991, the year following LeBlanc's

dismissal.  Significantly, the average age of those seventeen

people  was  actually younger  than  the average  age  of the

employees  who stayed with  Great American.13   We cannot see

how  the data  from  1991  demonstrate  any  pattern  of  age

discrimination whatsoever.   Accordingly, if we disregard the

data  from  1991,  LeBlanc's  statistics  are  based  on  the

departure of only five employees, including LeBlanc, over two

                    

13.  Even  when the  1990  hires and  the  trainees, who  are
presumably younger in age  than other employees, are excluded
from  the employee  pool  during the  three-year period,  the
statistical comparisons between jobs that were eliminated and
jobs  that  were  not eliminated  in  1991  do  not raise  an
inference of age discrimination.

                             -35-

years  from  an average  annual  employee  population in  the

Northeast  Zone of approximately 215 people.  "[S]uch a small

statistical sample  carries little  or no probative  force to

show discrimination."   Fallis v. Kerr-McGee  Corp., 944 F.2d
                                                   

743, 746 (10th Cir. 1991); see Simpson v. Midland-Ross Corp.,
                                                            

823  F.2d 937,  943  (6th Cir.  1987); Sengupta  v. Morrison-
                                                             

Knudsen  Co., 804 F.2d 1072,  1075-76 (9th Cir. 1986); Coates
                                                             

v.  Johnson &amp;  Johnson, 756  F.2d 524,  541 (7th  Cir. 1985);
                      

Haskell v. Kaman Corp., 743 F.2d 113, 121 (2d Cir. 1984).  We
                      

conclude that LeBlanc's statistical evidence does not provide

a sufficient basis for  a reasonable jury to find  that Great

American terminated LeBlanc because of his age.

                             IV.

                          CONCLUSION

          On  the record before us, we  find that LeBlanc has

adduced insufficient evidence for  a reasonable trier of fact

to  infer that  Great  American's decision  to terminate  his

employment in October 1990  was motivated by age animus.   In

other words, "[t]he evidence  presented by [LeBlanc],  viewed

in  the  light most  favorable to  him,  [fails] to  create a

genuine issue of  material fact  as to whether  `but for  his

employer's motive to discriminate  against him because of his

age, [LeBlanc] would  not have been discharged.'"   Menard v.
                                                          

First  Sec. Servs. Corp., 848  F.2d 281, 289  (1st Cir. 1988)
                        

(quoting Loeb v. Textron, Inc., 600 F.2d 1003, 1019 (1st Cir.
                              

                             -36-

1979)).   Indeed, LeBlanc's arguments are  based largely upon

conclusory    allegations,    improbable   inferences,    and

unsupported speculation.   The district  court's decision  to

enter summary judgment in Great American's favor was proper.

          Affirmed.  Costs to appellees.     
                                       

                             -37-
