                  UNITED STATES COURT OF APPEALS
                       for the Fifth Circuit

               _____________________________________

                            No. 95-31296
               _____________________________________

                    AMERICAS INSURANCE COMPANY,

                                              Plaintiff-Appellant,

                              VERSUS

        APACHE CORPORATION, FALCON DRILLING COMPANY, INC.,
   FALCON DRILLING SERVICES, INC. and FALCON MANAGEMENT, INC.,

                                             Defendants-Appellees.

     ______________________________________________________

          Appeal from the United States District Court
              for the Western District of Louisiana
                           (95-cv-863)
     ______________________________________________________

                         August 12, 1996
Before DAVIS, JONES and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:*

     Essentially for the reasons stated by the district court in

its careful memorandum ruling of August 23, 1995, we affirm the

court's order granting defendants' motion for summary judgment. In

summary we agree with the district court that Louisiana Civil Code

Article 3540 authorizes enforcement of the parties' choice-of-law

provision unless the application of that law conflicts with the

public policy of the state whose law would apply in the absence of



     *
      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this opinion should not be published and is not precedent except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.
the choice-of-law provision.   We agree with the district court's

analysis that Texas law would apply in the absence of the parties'

choice-of-law provision.   Finally, we disagree with appellant that

Matte v. Zapata Offshore Co., 784 F.2d 628 (5th Cir. 1986),

requires a different result.    In Matte, the accident and injury

occurred on the Outer Continental Shelf and the Outer Continental

Shelf Lands Act directed the application of Louisiana law.   Id. at

630. Thus, the question was whether the application of the general

maritime law under the a choice-of-law provision violated the

public policy of the State of Louisiana.   The court answered this

question in the affirmative because the general maritime law

included none of the prohibitions against indemnity agreements

Louisiana required in the Louisiana Oilfield Indemnity Act.     In

today's case, the question is whether the public policy of the

State of Texas is offended by the application of the choice-of-law

provision.   The parties agree that answer to that question is in

the negative.

     For the above reasons, the judgment of the district court is

AFFIRMED.




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