        [NOT FOR PUBLICATION–NOT TO BE CITED AS PRECEDENT]

          United States Court of Appeals
                       For the First Circuit


No. 00-1473

      RICHARD H. DALY; R. G. GRIFFITH; ROBERT A. LAWSON;
     RICHARD M. LANGLEY; WILLIAM ANDREW; FRANK H. WILDER;
      JOSEPH E. MCNULTY; ENNIS TISDALE; WILLIAM CHIGNOLA;
        ROSS OFRIA; ROBERT C. SNOW; D. H. ALESSANDRINI;
   E. W. HENDERSON; RUSSELL B. MASON; FRANCIS J. DEMIGLIO;
          LOUIS ROSI; ROBERT A. VEDUCCIO; STEVEN CACI;
     STANLEY F. JOHNSON; JOHN BIGELOW; PHILLIP L. WARREN;
    JEROME ELLNER; BARRY FORSYTHE; LINWOOD CLAY; JOSEPH A.
                            BILOTTA,

                      Plaintiffs, Appellants,

                                 v.

                         RAYTHEON COMPANY,

                        Defendant, Appellee.


         APPEAL FROM THE UNITED STATES DISTRICT COURT

                 FOR THE DISTRICT OF MASSACHUSETTS

              [Hon. Rya W. Zobel, U.S. District Judge]



                               Before

                       Torruella, Chief Judge,
                 Boudin and Stahl, Circuit Judges.



     Thomas R. Mason for appellants.
     Brian D. Carlson, with whom Thomas E. Shirley and Choate,
Hall & Stewart, were on brief, for appellee.
                           February 28, 2001




           Per curiam.     On May 1, 1991, plaintiffs-appellants, a

group of former employees of defendant-appellee Raytheon Company

(“Raytheon”), accepted layoffs pursuant to a voluntary layoff

program (“the 1991 Plan”).     The 1991 Plan was not covered by the

Employer Retirement Income Security Act of 1974 (“ERISA”).            In

April 1992, Raytheon implemented a second early retirement plan

(“the 1992 Plan”), which was an ERISA plan.             The 1992 Plan

provided more favorable benefits than the 1991 Plan.

           On January 2, 1998, plaintiffs brought a state court

action against Raytheon for breach of contract, alleging that

Raytheon   had   induced    them   to    accept   the   1991   Plan   by

representing that the Plan would be the “best benefits package

that Raytheon would ever offer its employees” and then not

honoring this representation.       Raytheon removed the case to the

United States District Court for the District of Massachusetts

on the ground that plaintiffs’ cause of action was preempted by

ERISA, and then moved to dismiss on the same ground.                  The

district court granted Raytheon’s motion, but gave plaintiffs

leave to amend their complaint to set forth a claim under ERISA.

Plaintiffs did not and do not appeal from this ruling.

                                   -2-
               Subsequently, plaintiffs filed an amended complaint

alleging that Raytheon’s conduct with respect to the 1991 Plan

violated ERISA.          Although it is not entirely clear, plaintiffs’

case theory appears to have been that Raytheon breached the 1991

Plan, in violation of 29 U.S.C. § 1132(a)(1)(B) (permitting

suits by an ERISA plan’s participants and beneficiaries to

recover benefits due, enforce rights, or clarify rights to

future benefits under the terms of the plan), by not offering

plaintiffs the same benefits offered to employees under the 1992

Plan.         Raytheon    again    moved    to   dismiss   and/or   for   summary

judgment, arguing, inter alia, that plaintiffs’ case theory did

not     fit    within     the     parameters     of   §    1132(a)(1)(B);   that

plaintiffs had failed to exhaust their administrative remedies

with respect to the only ERISA plan arguably at issue in this

litigation; and that plaintiffs filed suit well after expiration

of the three-year limitations provision set forth in that same

ERISA plan.

               On March 2, 200, the district court granted the motion.

In doing so, the court set forth its reasoning clearly and

succinctly:

               Plaintiffs are unquestionably participants
               in the 1991 Plan, whether it be an ERISA
               plan or not.     The difficulty with their
               complaint is that they are not claiming
               benefits due under that plan; nor are they
               seeking to enforce any rights under the 1991

                                           -3-
          Plan.   If they are asserting that because
          defendant misrepresented the terms of the
          1991 Plan, they are entitled to benefits
          equal to those of the 1992 Plan, they have
          no claim because the statute does not
          authorize such a suit.      If, on the other
          hand,   plaintiffs    contend   that,  absent
          defendant’s misrepresentations, they would
          be participants in the 1992 Plan and that
          they are entitled to the benefits thereof,
          then they would be bound by all of its
          terms,    including     its   claims   review
          procedures    and   three-year    limitations
          provision. It is undisputed that plaintiffs
          have not followed, let alone exhausted, the
          claims procedure contained in Article VI of
          the 1992 Plan.     Article VIII of the 1992
          Plan requires any suit thereon to be brought
          within three years after denial of a claim.
          The   record    is   clear,   however,   that
          plaintiffs have known of defendant’s refusal
          to recognize their claim since, at the
          latest, March 1993, nearly five years before
          they instituted suit.

          On appeal, plaintiffs broadly assert that the court’s

ruling undermines ERISA’s purposes and hint at theories of

recovery not fairly presented in the amended complaint.                But

plaintiffs utterly fail to specify where and how the district

court went erred in ruling as it did.        That being the case, and

because   the   court   was   entirely   correct   in   its   ruling   and

reasoning, we affirm for the reasons set forth in the March 2,

2000 memorandum of decision.       See, e.g., Ruiz Rivera v. Riley,

209 F.3d 24, 27 (1st Cir. 2000).

          Affirmed.     Costs to appellee.



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