                IN THE UNITED STATES COURT OF APPEALS

                          FOR THE FIFTH CIRCUIT

                                 ___________

                                 No. 91-4255
                                 ___________

                     KENNETH E. WILDBUR, SR., ET AL.,

                                          Plaintiffs-Appellants,

                                     v.

                        ARCO CHEMICAL CO., ET AL.,

                                          Defendants-Appellees.

___________________________________________________________________

           Appeal from the United States District Court
               for the Western District of Louisiana
___________________________________________________________________
                         (December 7, 1992)


 ON PETITION FOR REHEARING AND SUGGESTION FOR REHEARING EN BANC

          (Opinion 10/12/92, 5th Cir. 1992, 974 F.2d 631)

Before KING and WIENER, Circuit Judges, and LAKE*, District Judge.


PER CURIAM:

     The Petitions for Rehearing are DENIED and no member of this

panel or Judge in regular active service on the Court having

requested that the Court be polled on rehearing en banc (Federal

Rules of Appellate Procedure and Local Rule 35) the Suggestion for

Rehearing En Banc is DENIED.

     Although we have denied rehearing, we write to clarify our

opinion   in   two   respects,    neither   of   which   is material to the


_______________
     * District Judge for the Southern District of Texas, sitting
by designation.
outcome of our decision.             The parties agree that the court did not

fully describe the relationship between section 35 of the ARRP and

the special severance benefits under Schedule M of the STAP.                   We

agree and modify the October 12, 1992, opinion by deleting the

sentence that begins at the end of 974 F.2d page 633 and substitut-

ing instead the following sentence:

                  Employees eligible for Section 35 benefits had
                  the option of choosing between enhanced ARRP
                  retirement benefits plus a reduced special
                  payment under the STAP or regular severance
                  payments under the STAP with no enhanced ARRP
                  retirement benefits.1

        Plaintiffs argue that our opinion fails to expressly state

that        the   district   court    can   consider   remanded   facts   to   the

administrator, that is, facts not originally considered by the ARRP

administrator but considered by the administrator after the dis-

trict court remanded plaintiffs' claims to the administrator for

further consideration.          The remands by the district court to the

ARRP administrator were by agreement of the parties, and neither

party complained on appeal of any of the orders of the district

court remanding plaintiffs' claims for further consideration by the

ARRP administrator. Since new facts were presented to the adminis-

trator by agreement of the parties, the district court is to give



        1
            The sentence deleted read as follows:

                  An eligible employee could elect to receive either
                  enhanced retirement benefits under section 35 of
                  the ARRP or the special severance benefits provided
                  by Schedule M of the STAP, but not both.


                                            -2-
\Wildbur.sup
these remanded facts the same consideration it is to give to facts

initially considered by the ARRP administrator.   Part III of our

opinion explains the analytical framework for the district court's

consideration of both original and remanded facts.




                               -3-
\Wildbur.sup
