                    UNITED STATES COURT OF APPEALS

                           FOR THE FIFTH CIRCUIT


                            __________________

                               No. 95-20612
                            __________________



     WESTCHESTER FIRE INSURANCE COMPANY,

                                            Plaintiff-Appellant,
                                            Cross-Appellant,

                                  versus

     HEEDINGTON INSURANCE LIMITED; TEXACO, INC.;
     TEXACO REFINING AND MARKETING, INCORPORATED,

                                            Defendants-Appellees
                                            Cross-Appellants.

            ______________________________________________

         Appeal from the United States District Court for the
                      Southern District of Texas
                             (1-93-CV-515)
            ______________________________________________

                               April 9, 1996


Before REAVLEY, GARWOOD and JOLLY, Circuit Judges.

PER CURIAM:*

     After consideration of the briefs and argument of counsel and

relevant portions of the record, we find ourselves essentially in

agreement with the reasoning of the district court on the basis of

which it denied plaintiff recovery.        We do not consider plaintiff-

appellant’s     argument     respecting    the   $10,000,000-$11,000,000


     *
      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this opinion should not be published and is not precedent except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.
coverage overlap inasmuch as that issue was not raised in the

district court. Accordingly, the judgment of the district court is



                                                        AFFIRMED.




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