                                      ___________

                                      No. 95-3324
                                      ___________

Pamela S. Freitag,                         *
                                           *
              Appellant,                   *   Appeal from the United States
                                           *   District Court for the
     v.                                    *   Western District of Missouri.
                                           *
ELI, also known as Employer                *             [UNPUBLISHED]
Advantage; Wilson, Turner, Gavin,*
Inc.,                                      *
                                           *
              Appellees.                   *


                                      ___________

                       Submitted:     July 1, 1996

                             Filed:   August 9, 1996
                                      ___________

Before BEAM, LOKEN, and MORRIS SHEPPARD ARNOLD, Circuit Judges.
                               ___________

PER CURIAM.


     Pamela Freitag brought an employment discrimination action against
ELI, also known as Employer Advantage, and Wilson, Turner, Gavin, Inc.
("WTG").   Defendants filed a motion to dismiss for lack of subject matter
jurisdiction, supported by affidavits, arguing that neither ELI nor WTG was
an "employer" within the meaning of Title VII, 42 U.S.C. § 2000e(b).
Freitag    responded   and    submitted   exhibits     for   the   district   court's1
evaluation.    After considering the parties' submissions, the district court
granted defendants' motion.       Freitag appeals.




     1
     The Honorable Joseph E. Stevens, Jr., United States District
Judge for the Western District of Missouri.
     After carefully reviewing the record and the parties' briefs, we
conclude the district court's judgment was correct.   Contrary to Freitag's
argument on appeal, the district court properly considered materials
outside the pleadings without treating defendants' motion as one for
summary judgment, and could undertake its jurisdictional inquiry without
conducting a formal evidentiary hearing or forewarning the parties.    See
Osborn v. United States, 918 F.2d 724, 729-30 (8th Cir. 1990).


     Accordingly, we affirm.   See 8th Cir. R. 47B.


     A true copy.


           Attest:


                 CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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