January 6, 1993
                United States Court of Appeals
                    For the First Circuit
                                         

No. 92-1081

                    IN RE: WPRV-TV, INC.,
                           Debtor,
                                    

                 PONCE FEDERAL BANK, F.S.B.,
                          Appellant.
                                         

No. 92-1229

               IN THE MATTER OF: WPRV-TV, INC.,
                           Debtor,

                                    

              PUERTO RICO FAMILY CHANNEL, INC.,
                          Appellant.

                                         

        APPEALS FROM THE UNITED STATES DISTRICT COURT

               FOR THE DISTRICT OF PUERTO RICO

       [Hon. Gilberto Gierbolini, U.S. District Judge]
                                                     
                                         

                            Before

                   Torruella, Circuit Judge,
                                           
               Campbell, Senior Circuit Judge,
                                             
                    Stahl, Circuit Judge.
                                        
                                         

Charles A.  Cuprill-Hernandez  for appellant  Ponce Federal  Bank,
                             
F.S.B.;  Carlos A. Piovanetti Rivera  for appellant Puerto Rico Family
                                
Channel, Inc.

Orlando  Fernandez, with  whom  Edgardo Munoz,  John  Garcia,  and
                                                            
Garcia &amp; Fernandez, were on brief for trustee.
              
                                         

                                         

          STAHL,   Circuit  Judge.    In  these  consolidated
                                 

appeals, each appellant, Ponce Federal Bank, F.S.B. ("Ponce")

and Puerto Rico Family Channel, Inc. ("PRFC"), claims a legal

entitlement  to purchase  debtor in bankruptcy  WPRV-TV, Inc.

("WPRV"  or  "debtor").    After much  legal  wrangling,  the

district  court1 denied both suitors.   With the exception of

one issue, we affirm the district court's rulings.2 

                              I.
                                

                      PRIOR PROCEEDINGS
                                       

          On  December 3,  1987,  WPRV, a  television station

operating  on channel 13 in  Puerto Rico, filed  a Chapter 11

voluntary petition  for reorganization  in the United  States

Bankruptcy Court  for the Eastern District of  Oklahoma.3  On

April 4, 1988, Ponce filed a proof of claim for the principal

amount  of $4,952,071.    Ponce's claim  was  based on  funds

                    

1.  During the  course of  the proceedings below,  Bankruptcy
Court  Judge  Lamoutte,  to  whom this  case  was  originally
assigned, recused himself. See  infra p. 4.    The district's
                                     
other  bankruptcy judge  was  unavailable, and  the case  was
transferred to the district court.  

2.  We have previously  held that  when a  district judge  is
sitting  in lieu of recused bankruptcy  judges, he is thereby
exercising  the district  court's original  jurisdiction over
bankruptcy cases,  rather than sitting as  a temporary member
of the bankruptcy court.  An appeal, therefore, properly lies
with this court, pursuant to  28 U.S.C.   1291.  In  Re Plaza
                                                             
De  Diego Shopping Ctr., Inc., 911 F.2d 820, 824-25 (1st Cir.
                             
1990)  (citing In Re Manoa  Finance Co., Inc.,  781 F.2d 1370
                                             
(9th Cir. 1986), cert. denied, 479 U.S. 1064 (1987)). 
                             

3.  According to scant references in the record, the Oklahoma
court was  chosen for WPRV's  bankruptcy proceedings  because
its  financial records were kept there.

                             -2-
                              2

advanced under five promissory notes which were guaranteed by

real  estate  and  chattel  mortgages  on  much  of  debtor's

estate.4  By June 1989,  with prospects for reorganization at

a  nadir,  and   pressure  from  creditors   and  lienholders

mounting,   the  Oklahoma   bankruptcy  judge,   sua  sponte,
                                                            

converted the case to one under Chapter 7.  The case was then

transferred  to  the  District  of Puerto  Rico  because  the

majority of  the  assets relevant  to the  case were  present

there.   Contemporaneous with  the transfer, Evangelina Vives

was appointed  operating and liquidating  trustee of debtor's

assets.    Pursuant  to 11  U.S.C.     721,  Vives was  given

authority to operate the  station until July 31, 1989.   This

authority was subsequently extended and continues through the

present  time,  although  at  this juncture  it  appears  the

station  is   off  the  air.     The   trustee  assumed   the

administrative  responsibilities of  WPRV, maintaining  it in

operation  ostensibly to preserve  its Federal Communications

Commission ("FCC") transmission license and thus its value as

a going concern.5

                    

4.  The parties dispute whether,  and to what extent, Ponce's
claim is actually secured.  As will be shown, infra, Part II.
                                                   
B., we need not resolve that  issue.  Nor is it necessary for
us  to  address the  district  court's  valuation of  Ponce's
claim.

5.  According to statements in the record, if the station had
remained  off the  air for  a significant  length of  time, a
strong  possibility existed  that  the FCC  would revoke  its
transmission license,  resulting in  a drop in  the station's
value.  As  the record contains no dispute as to the accuracy

                             -3-
                              3

          On   August   8,  1991,   the   trustee   filed  an

"informative motion" reporting that  all efforts to sell WPRV

through  a  direct, private  sale  had  failed and  that  all

prospective  offers  had been  withdrawn.   Accordingly,  she

indicated her intent  to sell the station  at public auction.

To  that  end, on  September 10,  1991,  the trustee  filed a

notice of  intent  to sell  WPRV  as a  going  concern at  an

auction to be  held on  September 30, 1991.  The notice  also

indicated that  a hearing to  confirm the auction  sale would

occur on October 11, 1991.

          Responding to  the notice  of the auction  sale and

the  accompanying bidding  instructions, Ponce  delivered its

sealed bid  to the trustee, along with  the required $150,000

deposit,  on  September  25,  1991,  the  deadline  for  such

submissions.   The bid totalled $4.85  million, consisting of

Ponce's allegedly secured debt  of $4.8 million, plus $50,000

cash.   In addition to  Ponce, two other  bidders, neither of

whom had  submitted a prior  written bid or  deposit--both of

which were  required by the bidding instructions--appeared at

the  September 30, 1991,  auction and bid  $1.095 million and

$4.055 million, respectively.

          Despite the  fact that Ponce was  the apparent high

bidder, the trustee did not immediately recommend sale of the

                    

of this scenario, we  accept it without extensive explication
of federal communication law.

                             -4-
                              4

station  to it.  Rather, the trustee announced that she would

continue accepting offers until  the date of the confirmation

hearing.   On October 4, 1991, Ponce challenged her action by

filing  a  "Motion Requesting  Order  To Show  Cause  Why The

Option  (sic)  Held On  September  30,  1991, Should  Not  Be

Adjudicated  To Ponce Federal Bank And To Set Aside All Other

Bids Received Contrary To Bidding Instructions."

          On October  11,  1991, Bankruptcy  Judge  Lamoutte,

prior  to  conducting the  scheduled  hearing  and ruling  on

Ponce's motion, recused himself based on information received

in  a sealed motion filed  by the trustee  the previous day.6

                    

6.  The  trustee's  motion,  simply captioned  "Motion  Under
Seal,"  was later  unsealed by  the district  court.   It was
accompanied   by  sworn  statements  from  three  men--Norman
Gonzalez  Chacon,  Federico  Rivera Saez  and  Edwin  Alfredo
Gonzalez Rivera--who were involved in PRFC's aborted  attempt
to purchase WPRV with an auction bid of $6 million.  The gist
of  the statements  was  that prior  to the  auction, affiant
Gonzalez Chacon contacted Ponce to discuss the possibility of
Ponce financing a  PRFC bid up to the  amount of Ponce's debt
with   WPRV.     According  to   Gonzalez  Chacon,   a  Ponce
representative  dissuaded  him  from  attending  the auction,
ostensibly   for  the   reason   that  his   presence   might
unintentionally  force  the  bidding higher  than  necessary.
Gonzalez Chacon claims  he was also assured  that Ponce would
represent PRFC's interests at the auction.  When all the bids
were lower than that contemplated by Gonzalez Chacon, he went
back to  Ponce, feeling  that PRFC's interests  had not  been
protected.  Gonzalez Chacon reported that he was then told by
a  Ponce representative  that Ponce  was not  going to  allow
anyone  but itself to  buy WPRV and  "that if he  were me, he
would  not interfere in this  matter because I  would lose my
money,  because the bank would challenge any award."  He also
detailed threats against the  professional reputation of  the
trustee.
     After  unsealing  the  motion   two  months  later,  the
district  court referred  its contents  to the  United States
Attorney's office  for investigation as to  possible criminal

                             -5-
                              5

The case was  then, as noted  previously, transferred to  the

district court, which eventually rescheduled the confirmation

hearing  to  November  12,  1991.   Prior  to  that  hearing,

however,  on October 24, 1991, the trustee filed a motion for

authority to  sell certain  property of  the estate  free and

clear of liens, with the existing liens attaching immediately

to the proceeds of the sale in order to protect the equipment

and property interests of the lienholders.  See 11 U.S.C.A.  
                                               

363(f)(3), (5) (West 1979 &amp; Supp. 1992).  Simultaneously, the

trustee filed a notice  of private sale, recommending  a sale

to PRFC, whose  representative, Gonzalez Chacon,  had already

tendered  a   $100,000  earnest  deposit  towards  the  total

proposed sale price of  $4.835 million.7  The notice  of sale

itemized the total price into four categories:  real property

($2 million); equipment subject to  Ponce's liens ($280,500);

all   other  estate-owned  equipment  ($300,000);  and  going

concern value ($2.25 million).

                    

misconduct.

7.  According to the trustee, Gonzalez Chacon and Rivera Saez
originally expressed an interest  in purchasing WPRV prior to
the auction,  and were given  the bidding instructions  and a
sample  Asset  Purchase  Agreement  (APA).     Following  the
auction,  which  they  did  not  attend,  see  supra note  6,
                                                    
negotiations  concerning  a  private  sale  to  PRFC   began,
culminating in the PRFC offer.

                             -6-
                              6

          At the November 12, 1991,  hearing, Ponce8 objected

to the  PRFC sale for a number of reasons, including the fact

that it still believed  that it was entitled to  purchase the

station  as a  result of  its--and no  one else's--compliance

with the auction procedures.   Ponce stated, however, that it

would not object to  the PRFC sale provided that it  was made

for all of the debtor's estate and not on an itemized  basis.

Finally, Ponce  stated  that if  the  itemized sale  were  to

proceed,  it would bid $2 million of its claimed secured debt

for the equipment subject to its lien which had been itemized

on the notice of private sale at a value of only $280,000.  A

PRFC representative  testified that if Ponce  were allowed to

purchase the equipment at  issue, which included transmission

towers vital  to the  station's operation, it  would withdraw

its bid  entirely.  The  trustee testified that  the proposed

sale  did not include all  of the assets  encumbered by Ponce

liens, and that a large part of  the Ponce collateral was not

being  sold.   Finally, the  trustee urged acceptance  of the

PRFC bid because--by bringing in over four million dollars in

cash--the bid would realize the biggest benefit to the estate

and  creditors  as  a whole.    In  contrast,  the Ponce  bid

included  just over  two thousand dollars  in cash,  with the

                    

8.  Only Ponce objected to the PRFC sale.  Several creditors,
on the other hand, testified in the sale's favor.

                             -7-
                              7

rest represented by  its credit  claim, the  actual value  of

which the trustee disputed. See supra note 4.  
                                     

          Following  the hearing,  the district  court orally

confirmed the  sale to  PRFC, overruled Ponce's  objection to

same, and denied  Ponce's show cause motion  addressed to the

conduct  of the auction.   The judgment from  which Ponce now

appeals was entered  December 18, 1991.   As relevant  events

continued  to  occur   after  the   confirmation,  we   defer

discussion of Ponce's appeal until a more complete background

picture has been sketched.

          Shortly  after the district court's approval of the

sale to  PRFC, a  multifaceted dispute developed  between the

trustee and  PRFC, grounded on disagreements as  to the terms

of  the  sale,  the  trustee's  inability  to  determine  the

identity of PRFC's principals, and  PRFC's apparent inability

to  demonstrate satisfactorily its  financial ability.  Armed

with  these concerns,  and  following several  failed closing

attempts,  the  trustee notified  PRFC'S  attorney by  letter

dated  December  13,  1991,   that  she  was  cancelling  the

negotiations   and   forfeiting   PRFC'S  $100,000   deposit.

Initially, both  actions were purported to  be taken pursuant

to provisions of  the auction bidding instructions  requiring

closing within  thirty days of confirmation,  which had taken

place November 12, 1991.

                             -8-
                              8

          The  trustee claimed  that prior  to the  time that

PRFC made  its purchase  offer, the parties  agreed that  the

terms  of  the APA  and  auction  bidding instructions  would

control the sale.   The  parties had also  agreed on  certain

changes  to  be made  in the  APA  relative to  deposit, down

payment, and payment of operational expenses between the time

of closing and FCC license transfer.  After the confirmation,

however,  the  trustee  claimed  that PRFC's  attorney  began

attacking previously agreed-upon APA provisions.

          Also  troubling the  trustee  was  the  controversy

concerning  the identity  of the  parties  with whom  she was

dealing.    According to  the  trustee,  Gonzalez Chacon  and

Rivera Saez  indicated that  PRFC had been  incorporated, but

during  negotiations, the  trustee learned  that it  was not.

Moreover,   while   attorney  Carlos   Piovanetti  apparently

represented PRFC,  one  partner, Rivera  Saez,  claimed  that

Piovanetti did not represent him.

          Finally, the  trustee indicated  that  some of  the

proof of Gonzalez Chacon's financial worthiness had come from

documents in  the name  of his son,  Norman Gonzalez  Rivera,

which Gonzalez Chacon had represented as his own.

          On December 20,  1991, responding to the  trustee's

actions, Gonzalez Chacon,  on behalf of PRFC,  filed a motion

seeking  return of  the  deposit and  an order  directing the

                             -9-
                              9

trustee  to  negotiate with  PRFC  under  court supervision.9

Evidentiary  hearings were held  on January 21  and 27, 1992,

following which the court entered an order vacating its prior

confirmation  of  the  PRFC  sale,  upholding  the  trustee's

decision to forfeit the deposit,  and allowing the trustee to

resume  her efforts to sell  the station.   PRFC appeals from

that order.

                    

9.  In  fact, the record indicates that  the trustee tried to
negotiate  with  PRFC,  even  after the  December  13,  1991,
cancellation.  Again, however, no agreement was reached.

                             -10-
                              10

                             II.
                                

                          DISCUSSION
                                    

A. PRFC Appeal
              

          In setting aside the  PRFC sale, the district court

endorsed  the trustee's  position, and  found and  ruled that

PRFC  had accepted the APA  and bidding instructions prior to

the trustee's recommendation of the  sale, and had raised  no

objections   to   their   terms   until   after  the   sale's

confirmation.  Thus, the  court ruled, these terms  became an

integral  part of  the sale  agreement  between PRFC  and the

trustee,  an agreement  which led  to the  trustee's original

sale   recommendation.    Because  the  bidding  instructions

required  the purchaser  to sign  the APA  within 30  days of

confirmation--an event,  obviously, which did  not occur--the

court held that the trustee's cancellation action was proper.

In addition, based on testimony presented at  two hearings in

January  1992, the  court ruled  that the  trustee's concerns

regarding possible misrepresentations on  the part of PRFC as

to the actual identities of those who would  be in control of

the  station10 as  well  as their  financial capacity11  were

                    

10.  As we  have previously noted, the  trustee became aware,
after  the confirmation  of  the  sale,  that  PRFC  was  not
incorporated, as  she was led  to believe  it was.   In fact,
incorporation  did not  occur until  after she  cancelled the
sale.  As such, the purchase offer had been made  by Gonzalez
Chacon  and Rivera Saez as equal partners, rather than by the
corporation.   Later,  during  the January  hearings, it  was

                             -11-
                              11

well-founded, and further militated  in favor of vacating the

confirmation.   With respect  to the deposit  forfeiture, the

court relied on  a section of the  bidding instructions which

mandated  automatic   forfeiture   in   the   event   of   an

unconsummated sale.  PRFC now  claims that the district court

erred in  approving the  trustee's action in  terminating the

sale and forfeiting the deposit.

          As an  initial matter,  we note first  the district

court's relatively narrow range of discretion  in determining

to set aside its  prior confirmation order.  Matter  of Chung
                                                             

King, Inc.,  753 F.2d 547,  549 (7th  Cir. 1985).   While the
          

court  has broad  initial discretion  in granting  or denying

confirmation, the court may vacate a prior order confirming a

                    

revealed that Gonzalez Chacon  was facing criminal charges in
Puerto  Rico.  And, while Gonzalez  Chacon maintained that he
disassociated himself from  PRFC, his  signature appeared  on
documents dated  January 28, 1992, that  were later submitted
to the  court.  The true identity and reputation of the buyer
was  especially  relevant, as  the  sale  hinged on  eventual
transfer of  WPRV's license  to  the purchaser,  and the  FCC
considers  such factors  in its  licensing decision.   See 47
                                                          
U.S.C.A.    307-311 (West 1991).

11.  As a  result of the  concerns created by  the previously
described   discrepancy  relating  to   the  certificates  of
deposit, the district court  ordered PRFC to present evidence
of  its finances at the  second hearing, held  on January 27,
1992.   The only evidence presented was the testimony of Juan
Ramon Guzman,  who characterized  himself as a  "contact" for
four  alleged  investors.   Guzman,  however,  was unable  to
provide  any details  as to  the finances  of PRFC,  Gonzalez
Chacon, Rivera Saez, or any other  investor.  Instead, Guzman
could testify only as to what he was told by the investors--a
group  of  doctors--as  to  their  interest  and  ability  to
purchase WPRV.

                             -12-
                              12

sale only in  very limited circumstances  in the exercise  of

its   powers  as  a  court   of  equity.     Id.    Following
                                                

confirmation, a court  may set aside  the sale  if "there was

fraud, unfairness, or mistake in the conduct of the sale  . .

. ."  M.R.R. Traders, Inc. v. Cave Atlantique, Inc., 788 F.2d
                                                   

816,  818 (1st Cir. 1986) (citation  omitted); see also Chung
                                                             

King,  753 F.2d at 549-550  ("the existence of fraud, mistake
    

or a like infirmity" would be necessary to vacate a confirmed

sale)  (citing Bankruptcy  Rule 9024,  which applies  Fed. R.

Civ.  P. 60 to bankruptcy cases, allowing judgments to be set

aside  for,  inter  alia,  mistake,  inadvertence,  surprise,
                        

excusable  neglect, fraud,  misrepresentation  or any  reason

justifying relief).  

          Such  limited  discretion  is   necessary,  because

"`[i]f  parties are to be encouraged to bid at judicial sales

there must be stability and a time must come when  a fair bid

is accepted and the proceedings are ended.'"  Id. (quoting In
                                                             

re  Webcor, 392 F.2d 893,  899 (7th Cir.),  cert. denied, 393
                                                        

U.S. 837 (1968)). "This policy of finality protects confirmed

sales unless  compelling equities  outweigh the  interests in

finality." Id. (citations and internal quotes omitted); In re
                                                             

F.A.  Potts and  Co., Inc.,  86 B.R.  853 (Bankr.  E.D. Pa.),
                          

aff'd  93 B.R. 62 (E.D. Pa. 1988), and aff'd without opinion,
                                                            

891 F.2d 280 (3rd Cir. 1989) (finding of fraud or mistake not

                             -13-
                              13

necessary  when  "compelling   equities,"  including   events

subsequent to confirmation, outweigh finality goal).12

          We agree with the  district court that the shifting

positions  of PRFC  with  respect  to  its finances  and  the

identity   of   its   principals  constituted   circumstances

sufficient  to vacate  the confirmation.13   As  noted above,

it  is  the   principle  of  finality  which  serves  as  the

counterweight  to the  court's discretion.   Here,  given the

uncertainty surrounding PRFC, that principle is outweighed by

countervailing equities.   Nor would  the bankruptcy  court's

duty to preserve the value of the estate, see M.R.R. Traders,
                                                             

Inc., 788 F.2d  at 818, be fulfilled by a  proposed sale to a
    

party     apparently   unable   to   meet  future   financial

obligations,  and which  might face  additional obstacles  in

obtaining  approval of  the  license transfer  from the  FCC.

Thus,  we  conclude that  the  district  court's decision  to

                    

12.  A "grossly inadequate" sale  price is also an acceptable
ground  for vacating a sale, see Chung King, 753 F.2d at 550,
                                           
but such ground is not a factor in this case. 

13.  Although  the district  court described  the conduct  of
PRFC  and   its  principals   as  fraudulent,  we   need  not
necessarily  ascribe evil intent  to PRFC in  order to affirm
the lower court's ruling.  Instead, we rest our conclusion on
the "compelling equities" of the present situation.  However,
as noted infra, the district  court's partial reliance on the
              
thirty-day   provision  in   the  bidding   instructions  was
erroneous.   Given the other circumstances  surrounding PRFC,
this  error  does not  affect  our  conclusion regarding  the
decision to vacate confirmation.

                             -14-
                              14

vacate its confirmation of the PRFC sale was not  an abuse of

discretion.  

          In  challenging  the  court's forfeiture  decision,

PRFC  argues that  the district court  erred in  finding that

PRFC accepted the terms  of the APA and its  incorporation of

both the bidding instructions and its forfeiture provision.

          Our standard of review  mandates that we accept the

district court's findings unless they  are clearly erroneous.

Malden Mills Industries, Inc., v. Ronald Alman, 971 F.2d 768,
                                              

773  (1st Cir. 1992);   In re Halmar  Distributors, Inc., 968
                                                        

F.2d 121,  129 (1st Cir.  1992).   See also Fed.  R. Civ.  P.
                                           

52(a); Bankr.  R. 8013.   Findings are not  clearly erroneous

unless "the reviewing  court on the  entire evidence is  left

with the firm and definite conviction that a mistake has been

committed."   Anderson v. City  of Bessemer City,  N.C.,  470
                                                       

U.S. 564, 573 (1985).

          As  noted  above,  only  the  bidding  instructions

indicate that  the deposit  would be  forfeited  if the  sale

failed to materialize.  The APA, on the other hand, refers to

possible  forfeiture only of  a later down  payment, equal to

ten percent of the purchase price, but is silent with respect

to forfeiture of the deposit at issue.

          The district  court, relying on the  fact that PRFC

had possession of both the APA and bidding instructions prior

to the confirmation of the sale,  ruled that both were a part

                             -15-
                              15

of the  sale agreement.   We disagree.  While  the exact date

that  PRFC received the two documents is unclear, the trustee

acknowledges furnishing  them to  PRFC prior to  the original

auction,  a time  frame  not directly  contradicted by  PRFC.

This  is consistent with the  position taken by  PRFC that it

was prepared  to attend the  auction but  for the  dissuasive

representations made by Ponce. See supra note 6.  The trustee
                                        

further stated that she provided PRFC with another set of the

same documents  following the auction in  order to facilitate

negotiations,  and that  the  parties agreed  that all  those

documents  were part of the overall agreement to sell WPRV to

PRFC.   With respect to  the APA  and notice  of sale,  which

ostensibly outlined the  terms and contents  of the   private

sale,  the  record supports  the  trustee's  assertion.   The

bidding instructions, however, are another matter.

          Simply put, there is nothing apparent from the face

of  bidding instructions,  nor anything  else in  the record,

from which  one could conclude that  the bidding instructions

are anything  more than that--general instructions related to

bidding  at  the public  auction.    Many  of the  provisions

contained therein are irrelevant to a private sale, including

the timing and minimum amount of sealed bids.  Several others

differ from the terms of the APA, including the amount of the

deposit and the time within which the buyer must apply for an

                             -16-
                              16

FCC   license.14     Moreover,   while  the   APA  explicitly

indicates that the terms of the notice of private sale are to

become part  of the APA,  no similar  mention is made  of the

bidding  instructions.    Finally,  we  note  that  the  only

evidence  in the record of an agreement to incorporate is the

trustee's oft-repeated statement that "the parties agreed" to

incorporate  the bidding instructions. Considering the above-

described deficiencies, however, the lack of details or other

evidence of such an incorporation agreement militates against

incorporation.  In sum, the district court's finding that the

auction bidding instructions became  part of the private sale

agreement  does   not  comport  with  the   language  of  the

instructions,  the APA,  or the  circumstances surrounding  a

private sale.  Accordingly, we find that the district court's

decision to uphold the forfeiture of the $100,000  is clearly

erroneous and must  be reversed.15   Thus, PRFC is  entitled,

now  that the proposed sale has been cancelled, to the return

of its deposit.

B.  Ponce's Appeal
                  

                    

14.  The bidding instructions call for a $150,000 deposit and
FCC  filing within 30 days of confirmation.  The APA reflects
a  $100,000 deposit and mandates FCC filing within 15 days of
executing the APA.

15.  Because  we  reverse  the  district  court's  forfeiture
decision  based on  the  "incorporation" issue,  we need  not
address PRFC's argument that  the trustee's Notice of Private
Sale was legally deficient.

                             -17-
                              17

          We note at the outset that Ponce's objection to the

PRFC sale is now moot, as confirmation of the latter has been

vacated.   Ponce's only other  argument is that  it should be

entitled  to  purchase WPRV  because  it  was the  successful

bidder  at the  auction.   We need  look no further  than the

bidding instructions  themselves to  refute this claim.   The

instructions  clearly state  that the  "trustee reserves  the

right to, in her sole discretion, . . . (c) reject any or all

bids."   This statement plainly dovetails  with the trustee's

statutory  role as the sole representative of the estate.  11

U.S.C.   323.   Here, where the Ponce bid  would yield little

benefit to  the estate and  other creditors, the  trustee was

well within her discretion in not recommending the Ponce  bid

for  confirmation, and  the  court  correctly denied  Ponce's

motion.  See  In re Gilbern  Indus. Inc., 526  F.2d 627,  628
                                        

(1st Cir. 1975)  ("It is hornbook law that if the highest bid

submitted  at a  judicial sale  is manifestly  inadequate, it

need not  be accepted.").   Ponce,  meanwhile,  has cited  no

authority  to  the contrary.16   The  cases upon  which Ponce

relies vest  some right  in a potential  purchase only  after
                                                             

confirmation,   when,  as   we  have   previously  discussed,

                    

16.  We note our displeasure with Ponce's decision instead to
devote  a  significant  portion  of its  appellate  brief  to
hurling invectives at the  trustee.  The debtor in  this case
has  been in bankruptcy purgatory for over five years.  Given
this  unfortunate  situation,  Ponce's  appellate  style does
little to aid us in unsnarling this legal tangle.

                             -18-
                              18

discretion to  vacate confirmation  is narrowed.   See, e.g.,
                                                            

Chung King, Inc., 753 F.2d at 549; In re  F.A. Potts, 86 B.R.
                                                    

at  858.   Accordingly,  we find  no  error in  the  district

court's treatment of Ponce's objection.

                             III.
                                 

                          CONCLUSION
                                    

          For the reasons stated herein, the judgments of the

district  court are affirmed  in part, and  reversed in part.
                                                            

Each side to bear its own costs.  The papers in the  case are

remitted to the  district court  for such actions  as may  be

required to implement the foregoing.

                             -19-
                              19
