                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                 

No. 91-2220

                  RAUL F. RODRIGUEZ, ET AL.,
                   Plaintiffs, Appellants,

                              v.

              BANCO CENTRAL CORPORATION, ET AL.,
                    Defendants, Appellees.

                                    

                         ERRATA SHEET

   The  opinion of  this  Court issued  on  March 30,  1993  is
amended as follows:

   On page 4, line 1:  "finansite" should be "site".

March 30, 1993      UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                         

No. 91-2220

                  RAUL F. RODRIGUEZ, ET AL.,

                   Plaintiffs, Appellants,

                              v.

              BANCO CENTRAL CORPORATION, ET AL.,

                    Defendants, Appellees.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

               FOR THE DISTRICT OF PUERTO RICO

        [Hon. Jose Antonio Fuste, U.S. District Judge]
                                                     

                                         

                            Before

                     Breyer, Chief Judge,
                                        
                Aldrich, Senior Circuit Judge,
                                             
                  and Boudin, Circuit Judge.
                                           

                                         

Harry E. Woods  with whom Fernando  L. Gallardo  was on brief  for
                                               
appellant.
James  G.  McLaughlin  Torres  with  whom  Luis  Sanchez-Betances,
                                                                 
Ivonne Cruz-Serrano,  and Luis  A. Melendez-Albizu  were on brief  for
                                              
appellee.

                                         

                        March 30, 1993
                                         

     BOUDIN,  Circuit  Judge.   In  the  district court,  152
                            

buyers  of lots of undeveloped real estate in Florida charged

the real estate company, the  bank that financed the company,

and certain individuals with  securities fraud under RICO, 18

U.S.C.   1962(c).1   Describing their land  sale contracts as

"securities," the  buyers claimed  that their  purchases were

induced by  false representations that the  land was suitable

for home sites and that  the surrounding areas would  develop

into  a thriving community.  In fact, the property turned out

to  be worthless swamp land  unfit for development.   After a

lengthy jury trial, the district court directed a verdict for

the defendants, ruling that the  land sale contracts were not

securities.    The buyers  appeal.   We  affirm  the district

court.

                        I.  BACKGROUND

     The underlying facts, viewing  the evidence in the light

most favorable to  the buyers,  can be briefly  stated.   The

buyers, most of whom  are residents of Puerto Rico,  acquired

their lots in  Florida beginning  in the  early 1970's  after

being  approached   by  the   real  estate   company's  sales

representatives.    During  these meetings,  the  prospective

                    

     1RICO  is   the  Racketeering  Influenced   and  Corrupt
Organizations chapter  of the Organized Crime  Control Act of
1970, 18 U.S.C.    1961-68.  The real estate company was J.C.
Investments,  Inc.    The  original financing  was  by  Banco
Economias  and a group of investors.  Banco Central succeeded
Banco Economias.  

                             -2-

buyers were offered  the opportunity  to purchase  subdivided

lots  in an undeveloped site that would eventually, they were

told, include roads, schools, churches, stores and  elaborate

recreational  facilities.    The  project was  touted  as  an

excellent investment due not only to prospective development,

but also to its close proximity to  Disney World.  These oral

assurances  were bolstered by promotional brochures depicting

sporting activities at nearby locations  and other literature

informing buyers of the development's progress.

     A cautionary statement, written in small print in one of

the promotional brochures,  advised that the  development was

"not  a homesite  offering."   Another  pamphlet warned  that

"[i]mprovements such as roads  and drainage are not presently

on  the property  and  are not  contemplated."   Yet  another

warning,  this one  prominently  featured in  a Florida  Land

Sales  Board Offering  Statement and  included as  well  in a

brochure, advised buyers that the property was not usable for

building purposes,  that  the  seller  neither  promised  nor

contemplated any improvements, and  that 35% of the  land was

"marshy or swampy" and subject to flooding.

     Most buyers  did not read  these warnings and  those who

did  were   often  told  that  the   warnings  were  standard

boilerplate  required for  all Florida  land sales.   Another

response was that the  swampy sites would be drained  and the

water  diverted  to  form  ponds  and  lakes.    The  buyers,

                             -3-

according to  their testimony,  were assured that  their land

could be  used as  a  home site  or  for any  other  purpose.

Several  chose  their  lots  from a  map  which  divided  the

development  into "residential"  and "commercial"  sections. 

The vast majority  of buyers, many of whom hoped to retire to

Florida, purchased their lots  with the intention of building

a  home.   According  to their  testimony,  only a  few  were

concerned solely with the re-sale value of their property and

had  no  intention  of residing  on  or  developing  the lots

themselves.

     The projected  improvements were  not made.   The buyers

eventually learned, some through a local newspaper, that they

were  the  owners  of swamp  land  worth  a  fraction of  the

purchase price.   At trial,  the buyers produced  experts who

testified that, as a result of zoning restrictions applicable

to  flood-prone  areas, few  of the  lots  could be  built on

legally.     The   experts   said  that,   even  absent   the

restrictions,  the  area was  physically  unsuitable for  any

broad-scale development.

     On  August  2, 1982,  the  buyers  brought  suit in  the

district  court,  making  claims   against  the  real  estate

company,  the financing  bank, and  a number  of individuals.

The complaint asserted claims under the Interstate Land Sales

Full  Disclosure  Act,  15  U.S.C.      1701  et   seq.,  the
                                                      

Securities Exchange  Act, section 10(b), 15  U.S.C.   78j(b),

                             -4-

and RICO, 18  U.S.C.   1962(a)  (use of racketeering  derived

income).   Much time was consumed with class action disputes,

discovery,  statute   of  limitations  issues,   and  various

attempts to  amend the  complaint.  Eventually,  the district

court in November 1989 dismissed all these claims but allowed

the buyers to amend in order to  allege a RICO claim charging

securities  fraud as  predicate  acts.2   Rodriquez v.  Banco
                                                             

Central,  727 F. Supp. 759  (D.P.R. 1989), aff'd  in part and
                                                             

vacated in part, 917 F.2d 664 (1st Cir. 1990).
               

     On  January  25, 1990,  the  district  court refused  to

dismiss the  new  RICO  claim  based  on  predicate  acts  of

securities fraud introduced by the new amended complaint.  At

the  same  time the  court declined  to  allow the  buyers to

allege mail fraud under RICO.   The distinction, the district

court explained, was that securities fraud had been  an issue

in some form  from the  outset;3 mail fraud,  in the  court's

view,  had  not  been  alleged  until  after seven  years  of

litigation, including extensive discovery.

     Trial  commenced on  August  5, 1991,  and concluded  on

September  24, 1991.  The evidence submitted has already been

                    

     2The Land  Sales Act and Securities  Exchange Act claims
were dismissed on statute of  limitations grounds.  The  RICO
claim under    1962(a), charging use  of racketeering derived
income, was dismissed for lack of standing.

     3In addition to the claim of  securities fraud under the
Securities  Act  of 1934,  the  original  complaint had  also
mentioned securities  fraud as  part of the  improvident RICO
claim under 18 U.S.C.   1962(a).

                             -5-

described briefly and  is discussed  further below.   At  the

conclusion  of the evidence,  the court on  October 10, 1991,

granted a motion for judgment as  a matter of law and ordered

judgment for all defendants,  Rodriguez v. Banco Central, 777
                                                        

F.  Supp. 1043  (D.P.R.  1991), giving  rise  to the  present

appeal.   In  its  lengthy opinion,  the district  court held

inter  alia that the land  sale contracts were not securities
           

under  the  federal securities  laws.    In consequence,  the

buyers' RICO claim failed for lack of the necessary predicate

acts.

                     II. THE RICO CLAIMS

     RICO  makes  it unlawful  for  a  person to  conduct  an

enterprise  in or  affecting  interstate  commerce through  a

pattern  of "racketeering  activity."   18 U.S.C.    1962(c).

"Racketeering activity"  is defined to include  "fraud in the

sale of securities."   Id.    1961(1)(D).   For a  "pattern,"
                         

there must  be  at least  two acts  of racketeering  activity

within ten years of each other, id.   1961(5), here, fraud in
                                  

the  sale of  securities.   In this  case, the  buyers  had a

sufficient case of fraud to put before a  jury.  The question

is whether it was fraud in the sale of "securities."

     The  district  court concluded  that no  reasonable jury

could  find  the  land sale  contracts  in  this  case to  be

"securities," a term that  the federal securities laws define

                             -6-

to include "investment contracts."4   Rodriquez, 777 F. Supp.
                                               

at 1060-61.    Our analysis  on  appeal therefore  begins  by

parsing  the terms  "securities" and  "investment contracts,"

distinguishing   them  from   other  forms  of   property  or

contractual arrangements.   This  legal furrow has  been well

plowed  in  prior  opinions, but  imaginative  promoters  are

constantly devising new lures and promises to tempt investors

and perplex the courts. 

     The  definition   of  "investment  contract"   has  been

bracketed by a  set of Supreme  Court decisions which,  while

they  involve facts quite  different than ours,  mark out our

path.   SEC v. W.J. Howey  Co., 328 U.S. 293 (1946) (interest
                             

in  citrus   enterprise  a  security);  and   United  Housing
                                                             

Foundation, Inc. v. Forman, 421  U.S. 837 (1975) (interest in
                          

apartment  cooperative not a security).   In essence, we have

been  told  by  these  cases  that  in  defining  securities,

substance governs  form, and  the substance of  an investment

contract is a security-like interest in a "common enterprise"

that,  through  the efforts  of  the promoter  or  others, is

expected to generate profits  for the security holder, either

                    

     4The  courts have  construed  the  term "securities"  in
light  of  the  definitions  of  the  term  provided  by  the
Securities  Act  of 1933,  15 U.S.C.   77a  et seq.,  and the
                                                  
Securities Exchange Act of 1934, 15 U.S.C.   78a et seq.  See
                                                             
Landreth  Timber Co. v. Landreth,  471 U.S. 681  (1985).  The
                                
definitions  appear respectively  in  the  1933 Act,  section
2(1),   15  U.S.C.     77b(1),  and  the  1934  Act,  section
3(a)(10), 15 U.S.C.   78c(a)(10).

                             -7-

for direct distribution or as an increase in the value of the

investment.  Howey, 328  U.S. at 298-99; Forman, 421  U.S. at
                                               

852-53.

     Each component  in the concept matters.   There are many

investments obtained  by contract,  such as one's  home, that

are not an  interest in an enterprise.    Forman, 421 U.S. at
                                                

858.    One   may  have  an  interest  in  an  enterprise--an

employment contract, for example--that is  not an entitlement

to  profits or  increased  value.    Conversely,  in  a  sole

proprietorship the owner could have a claim on all profits of

the enterprise  but there  might be no  contract or  security

involved.    Further, the  Supreme  Court  cases mark  out  a

concept, not a precise definition.  The term "securities," we
       

are   told,  must   be  flexibly   applied  to   capture  new

arrangements  comprising the  essence of  securities, however

they may  be named.   SEC v.  C.M. Joiner Leasing  Corp., 320
                                                       

U.S. 344, 351  (1943).  But not  all property is a  security,

and fuzzy edges do not mean that the concept is unbounded.

     In this case, apart from the generality of the statutory

language, a further, two-fold  problem exists in applying the

concept to the land sale contracts at issue.  First, what the

contracts say  is not all  that the  buyers were told  by the

salespersons; the  evidence  reveals that  many  buyers  were

shown materials and given oral assurances that went beyond or

even contradicted  the formal legal documents.   Second, what

                             -8-

the  buyers  were   shown  or  told,   and  what  their   own

understandings and  intentions  were, varied  from  buyer  to

buyer.  We start with some legal rules of thumb.

     A simple sale of land, whether for investment or use, is

not a "security."  E.g., Hocking v. Dubois, 839 F.2d 560, 564
                                          

(9th Cir. 1988),  modified on  reh'g en banc,  885 F.2d  1449
                                            

(9th Cir.  1989)  (en  banc), cert.  denied,  494  U.S.  1078
                                           

(1990).   Even if bought for investment, the land itself does

not  constitute a business  enterprise, and  "securities" are

interests  in  an enterprise.    Howey, 328  U.S.  at 298-99.
                                      

Thus, one  who buys raw  land or  even a building,  hoping to

profit from rents  or the  natural increase in  the value  of

property,  is  not  under  normal  circumstances  treated  as

purchasing a  "security."   Aldrich v.  McCulloch Properties,
                                                             

Inc.,  627   F.2d  1036,  1039   n.  1   (10th  Cir.   1980).
   

Conventional incidentals,  such  as the  seller's promise  to

install  a road or  electricity, is  similarly not  enough to

elevate an  ordinary real estate transaction to the status of

a security.  Id. at 1040.  
               

     At  some point,  however, the  commitments and  promises

incident to a land transfer, and the network of relationships

related to the project, can cross  over the line and make the

interest acquired one in an ongoing business enterprise.  See
                                                             

Howey, 328  U.S. at 299-300.  At that point, the interest may
     

be treated as  a security, even  if not so  labeled.  Id.  at
                                                        

                             -9-

300.   And in making this appraisal, the promoter properly is

held to his representations as to what he is selling, Joiner,
                                                            

320 U.S. at 353, even where those promises go well beyond the

legal  terms of  the  contracts and  the  fine print  of  the

disclaimers.

     In this case the promoters offered the land primarily as

an  "investment."  A number of buyers testified at trial that

the  salespeople  emphasized  the  investment  value  of  the

project, a  contention supported  by a company  sales' manual

introduced into evidence, stressing capital appreciation as a

prime selling point.   Compare Rice v. Branigar Organization,
                                                             

Inc., 922  F.2d 788, (11th Cir.  1991) (promotional materials
   

emphasized personal use over  investment).  A complication is

now introduced:  while the lots were offered as an investment

by the seller, most  buyers intended to live on  the property

and  purchased  primarily for  use.   A  purchase for  use or

consumption, it  is  said, is  not a  security or  investment

contract.  Forman, 421 U.S. at  852-53.  We need not sort out
                 

the  problem of  opposing  buyer and  seller viewpoints,  nor

search out buyers who had investment in mind, because another

aspect of the matter decides the case.

     In our  view even if every buyer  bought for investment,

what was purchased in this case was not a share of a business

enterprise and so not  a security.  Taking the  evidence most

favorably to the  buyers, they were  sold land in  individual

                             -10-

parcels  with  strong  and  repeated   suggestions  that  the

surrounding  area would develop  into a  thriving residential

community.  But apart  from the promise of an  existing lodge

or a new  country club, the  evidence did not  show that  the

promoter  or  any  other   obligated  person  or  entity  was

promising the buyers  to build  or provide anything.   A  few

scraps of  evidence, usually  ambiguous, may point  the other

way but we do not think that a reasonable jury could conclude

on  this  record  that   the  defendants  were  promising  to

construct a community.

     A security  might exist if the  defendants had promised,
                      

along  with   the  land  sales,  to   develop  the  community

themselves.   Then each buyer might be  acquiring an interest

not only in land but in  a package of commitments that, taken

together, could comprise  a business  venture harnessing  the

entrepreneurship of the  promoter.  Each parcel of land would

still  have a different  value, unlike  the typical  share of

stock, but most  of the  potential gain might  depend on  the

development of the  community as  a whole.   Cf. Joiner,  320
                                                       

U.S. at 348-49  (promised oil well gave mineral  leases "most

of  their  value and  all of  their  lure").   The promoter's

commitment to build the  community, in turn, could constitute

the  "common  enterprise"  financed  jointly  by the  buyers.

Howey,  328 U.S. at 299.   Several decisions  have taken this
     

view, and we  think they may be correct in  principle.  E.g.,
                                                           

                             -11-

McCown v. Heidler, 527  F.2d 204 (10th Cir. 1975);  Miller v.
                                                          

Woodmoor,  CCH Fed. Secur. L. Rep.   96,109, 91,998-999 (D.C.
        

Colo. 1976); Aldrich, 627 F.2d at 1038-1040.
                    

     In this case, however, the most that can be said is that

the  promoter   left  the  distinct,  and  distinctly  false,

impression  that a  community  was going  to develop  through

natural forces.   Many buyers were  told that Disney  World's

presence  nearby  would  spur  growth.    Others  were  shown

pictures  of specific sports  facilities already  existing at

specific  distances.   But  aside from  the lodge  or country

club, there was little  testimony that specific promises were

made  by anyone to do specific things.5  Accordingly, what we

have is  sales of property based on  false representations as

to  its  prospects, but  there is  no  pretence of  a "common

enterprise" managed by the  promoter and hence no "security."

See, e.g., Woodward  v. Terracor, 574  F.2d 1023, 1025  (10th
                                

Cir. 1978);  Happy Investment Group  v. Lakewood  Properties,
                                                             

Inc., 396 F. Supp. 175, 180-81 (N.D. Cal. 1975).
   

     One  might  ask why  the  absence of  a  security should

matter.  The  property was made attractive by  the promoter's

                    

     5The promoter  proposed to  convey an existing  house to
the community for  use as  a lodge by  buyers visiting  their
land and offered  memberships in a to-be-constructed  country
club.   The  latter offer  was accepted  by none  of the  152
buyers  who  are  plaintiffs in  this  case.    In any  case,
scattered  references to  these limited  amenities would  not
transform the purchase of a lot into a share in a development
venture.  See Rice, 922 F.2d at 790-91.
                  

                             -12-

claims that a  community would arise,  and those claims  were

blatantly false, or so a jury could  find.  But this is not a

simple "fraud"  case:   the buyers, seemingly  through delay,

have apparently  lost their fraud remedies,  except for their

RICO  claim based  on supposed  predicate acts  of securities

fraud.   Without securities, this RICO  claim evaporates.  It

is disagreeable for  a court  to turn away  victims who  have

been wronged.   But  we cannot disregard  controlling Supreme

Court  decisions or  distort  the securities  laws to  rescue

plaintiffs who have themselves cast their legitimate remedies

away.

     Puerto Rico  law provides  ample remedies for  defrauded

buyers of land.  See 31 L.P.R.A.   3408-3409.  The Interstate
                    

Land  Sales Full Disclosure Act,  15 U.S.C.     1701 et seq.,
                                                           

offers  a broad gauged federal remedy, modeled in part on the

Securities Act of 1933.  Indeed, RICO itself makes mail fraud

a  predicate act, 18 U.S.C.   1961(1)(A), but the buyers here

delayed  too  long in  asserting this  claim.   All  of these

possible claims, federal and  local, could have been asserted

in a timely filed complaint in this case.   Sometimes the law

itself is at fault; this time the fault is with the lawyers.

                       III.  MISCELLANY

     Ignoring their own defaults, the buyers' lawyers instead

assail  the district  judge.   They  devote the  first thirty

pages of argument in  their brief (no reply brief  was filed)

                             -13-

not to the difficult legal issues of RICO and securities law,

but  to  claims  that   the  district  judge  barred  leading

questions, helped certain defendants with their answers,  and

otherwise misconducted the trial.  

     There is some reason to believe that the district judge,

far  from tilting against the buyers,  took steps to preserve

what  claims he could for the buyers.   One effort he made to

expedite the case through certified  questions was frustrated

in  part by the buyers' neglect to follow a simple procedural

rule. See Rodriguez v. Banco Central, 917 F.2d at 668-69.  He
                                    

also  permitted the buyers to  go to trial  on their marginal

RICO  security  claim,  allowing  them  to  flesh  out  their

"securities"   allegation   through   evidence    of   actual

representations; many  other judges, we are  confident, would

have dismissed the securities claims before trial in light of

the Supreme Court decisions already discussed.

     In all events, the instances  offered to show error  and

partiality  by the district judge in his conduct of the trial

are close to  trivial.   Trial judges  are constantly  making

judgments about  the use  of leading questions,  the need  to

clarify  witness  answers,  and   similar  matters  of  trial

management.  In  this realm the  widest possible latitude  is

given to the judge on the  scene.  Borges v. Our Lady  of the
                                                             

Sea Corp.,  935 F.2d  436,  442 (1st  Cir.  1991).   We  have
        

examined  the many examples and transcript citations provided

                             -14-

in the buyers' brief.  Almost all are routine  "calls" by the

district judge, who  must make hundreds of snap  judgments in

the course of a long trial, and are well within the bounds of

propriety.

     The  only legal  point worth  mentioning is  the buyers'

complaint  that the  trial judge  limited or  forbade leading

questions when the buyers as part of their direct case called

certain  defendants as witnesses.   The buyers  urge that the

judge erred  by refusing  to declare the  witnesses "hostile"

and to allow the use of leading questions on direct.  On this

point they  themselves  err.   A  "hostile" witness,  in  the

jargon of evidence law, is not an adverse party but a witness

who  shows  himself  or   herself  so  adverse  to  answering

questions,  whatever  the  source  of  the  antagonism,  that

leading questions  may be used  to press the  questions home.

See  United States v. Brown, 603 F.2d 1022, 1025-26 (1st Cir.
                           

1979).

     The buyers  are on stronger  ground in arguing  that the

rules generally  permit leading questions to  be used against

an opposing  party.   Fed.  R.  Evid. 611(c).   This  is  not

because  that party  is a  hostile witness  in the  technical

sense  but because,  however cooperative,  the witness  has a

built-in incentive to  slide away from the  question or slant

the  answer.   But  Rule 611(c)  is  arguably subject  to the

overriding  command  of Rule  611(a)  that  the court  "shall

                             -15-

exercise  reasonable  control  over   the  mode  .  .   .  of

interrogating witnesses"  to  elicit truth,  avoid delay  and

protect against harassment.  Fed. R. Evid. 611(a).  We cannot

believe,  for  example,  that   a  district  judge  would  be

compelled  to allow  leading  questions to  an adverse  party

where  the judge  found  that this  mode  was distorting  the

testimony of a suggestible adverse-party witness.

     In all events we need not decide whether the trial judge

in this case misread Rule 611(c) or precisely when and how it

may be overridden.  There can be no reversal on such a ground

without  a showing of prejudice, Fed. R. Evid. 103(a), and no

showing of prejudice without a proffer, ordinarily one in the

record.   Fed. R. Evid. 103(a)(2).   In this case there is no

showing  of any  specific  information that  might have  been

elicited, pertinent to  the dispositive securities issue,  if

the buyers' counsel  had been permitted to ask the defendants

leading  questions.  Without  some notion of  where a leading

question  might have led, any  error (if error  there was) is

harmless.  See Ellis  v. City of Chicago,  667 F.2d 606,  613
                                        

(7th Cir. 1981).

     The buyers' final  claim is that the  trial judge abused

his  discretion in  refusing  the buyers'  requests to  amend

their  complaint.   The  amendments would  have alleged  mail

fraud as predicate acts under RICO and stated  separate fraud

or  like  claims  under Puerto  Rican  law.    Each of  these

                             -16-

attempted   amendments  has  a  somewhat  different  history.

Neither history  bears out  the charge that  the trial  judge

erred.

     The original complaint in this case was filed on  August

2, 1982.  No  RICO count asserting mail fraud  was included.6

On  May 1, 1985, the magistrate ordered that the buyers "will

move to amend the complaint"; for almost two years it appears

that  no amendments  were  proposed.7   Then amendments  were

proposed  by the buyers  on April 10,  1987, and  on June 10,

1988,  but  no  mail fraud  predicate  acts  under RICO  were

asserted  in either  instance.   On  December 18,  1989, over

seven years after the  start of the case and  after extensive

discovery, the buyers for  the first time sought to  add mail

fraud under RICO to the case.

     As  for fraud claims under Puerto  Rican law, no mention

was  made of such claims in the original complaint.  Contrary

to  the  buyers'  brief  in  this  court, the  first  amended

complaint,  filed in  1987, did  not assert such  claims; all

that appears is a brief reference  to unidentified violations

                    

     6The  buyers' brief says  that "averments concerning the
fraudulent  use  of   the  U.S.  mails  were  made"  in  this
complaint.   In fact, the complaint  refers to the use of the
mails  in the  securities  fraud  claim, interstate  commerce
being an element of  securities fraud, but no charge  of mail
fraud appears.

     7The  buyers'  brief asserts,  without  record citation,
that the  magistrate asked them  to delay moving  until after
the class  certification was settled.   The defendants' brief
says this is untrue.

                             -17-

of "the Civil  Code of Puerto  Rico and Law  145 of June  18,

1980,"  in  the  "jurisdiction  and  venue"  portion  of  the

complaint.   The Puerto Rican  law claims were  first made in

the   second  amended  complaint  submitted  June  10,  1988,

purportedly tendered  pursuant to a court  order permitting a

new  caption  to identify  plaintiffs.    The district  court

understandably  rejected  this  attempt  to  smuggle  in  new

allegations, and the Puerto Rican  claims were not raised  in

the third motion to amend filed December 18, 1989.

     This corrected version of events speaks  for itself.  No

reason is offered  in the  buyers' brief why  mail fraud  and

local-law   claims,   which    should   have   been   evident

possibilities  in 1982,  were not  asserted straightforwardly

and in  timely fashion.  The  further along a case  is toward

trial, the greater the threat of prejudice and delay when new

claims are belatedly added.  The district court did not abuse

its  considerable  discretion in  denying  leave  to add  new

claims years  after the case began, after much discovery, and

without any adequate  excuse for  the delay.   See  generally
                                                             

Tiernan v. Blyth, Eastman, Dillon &amp; Co., 719 F.2d 1, 4-5 (1st
                                      

Cir. 1983).

     The judgment of the district court is affirmed.
                                                   

                             -18-
