                                _____________

                                 No. 95-2090
                                _____________


James E. Ramette, Trustee             *
of the Bankruptcy Estate of           *
Ferris J. Alexander, Sr.,             *
                                      *   Appeal from the United States
     Appellee,                        *   District Court for the
                                      *   District of Minnesota.
     v.                               *
                                      *              [UNPUBLISHED]
Carolyn J. Alexander, Jeffrey   *
C. Alexander, Gust S. Alexander,*
and U.S. Video, Inc.,
        *
                                      *
     Appellants.                      *

                                 __________

                       Submitted:      November 13, 1995

                              Filed:    December 1, 1995
                                  __________

Before HANSEN, JOHN R. GIBSON, and MURPHY, Circuit Judges.
                               __________


PER CURIAM.

     Appellants Carolyn J. Alexander, Jeffrey C. Alexander, Gust S.
Alexander and U.S. Video, Inc., appeal from a final judgment entered after
the district court1 affirmed orders of the bankruptcy court2 in favor of
appellee James E. Ramette, the trustee.         The judgment represented the
combined value of a promissory note and real estate property that were
fraudulently transferred to his children by Ferris J. Alexander, Sr., the
debtor, in 1989 while he




     1
      The Honorable James M. Rosenbaum, United States District
Judge for the District of Minnesota.
     2
      The Honorable Nancy C. Dreher, United States Bankruptcy
Judge for the District of Minnesota.
was insolvent, but before he filed for bankruptcy.


      Appellants indicate in their reply brief that they "do not appeal the
findings of fact," but rather "appeal from errors of law."   They argue that
the transfers are not voidable, that the Alexander appellants are not
jointly and severally liable for the transfers but only liable for the
value each received, that evidence of present value is lacking, and that
the amount of the judgment is incorrect.


      After a two day trial, the bankruptcy court issued detailed findings
of fact and conclusions of law.      It found that the debtor owned and
operated numerous adult movie theaters in addition to United States Video,
Inc., a video rental business, in which his children were the stockholders.
As a result of a federal investigation into the debtor's business affairs,
he transferred to his children a note for no consideration and a $175,000
Minneapolis real estate property for nominal consideration.    The note had
a face value of $1.5 million, but the bankruptcy court found its actual
value to be $535,000 at the time of the transfer.   The children were aware
of the investigation and contributed the value of the note to U.S. Video
as additional capital.   The debtor's assets at the time of the transfers
were substantially less than the $12.3 million debts he owed.           The
bankruptcy court concluded that both transfers were made with the intent
to hinder, delay, and defraud the debtor's creditors, and were effected for
less than reasonably equivalent value, within the meaning of Minn. Stat.
§   513.41.   Based on "overwhelming" evidence, it concluded that the
Alexander children (except for Susan J. Omoyayi) and U.S. Video were co-
conspirators with their father in the fraudulent scheme and ordered
judgment for the trustee.


      After carefully reviewing the record, we conclude that the bankruptcy
court's findings, including those related to fraudulent transfer and
valuation of property, are not clearly erroneous, and




                                     2
its conclusions are not contrary to law.      Accordingly, we affirm the
judgment in favor of the trustee without further discussion.   See 8th Cir.
R. 47B.


     A true copy.


           Attest:


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




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