                                   ___________

                                   No. 95-4042
                                   ___________

Benny L. Wheeler,                  *
                                   *
           Appellant,              *
                                   *    Appeal from the United States
      v.                           *    District Court for the
                                   *    Eastern District of Missouri.
St. Louis Southwestern Railway     *
Company; Southern Pacific          *
Transportation Company,            *
                                   *
           Appellees.              *
                              ___________

                    Submitted:     May 15, 1996

                          Filed:   July 26, 1996
                                   ___________

Before FAGG, WOLLMAN, and LOKEN, Circuit Judges.
                               ___________


WOLLMAN, Circuit Judge.


     Benny Wheeler appeals the district court's1 order dismissing his
claim for severance benefits against St. Louis Southwestern Railway Company
for lack of subject matter jurisdiction.         We affirm.


                                       I.


     Benny Wheeler was employed by the St. Louis Southwestern Railway
Company (Railway) as a locomotive engineer and was a member of the
Brotherhood of Locomotive Engineers (BLE), a railroad union that represents
engineers.   Pursuant to a national agreement with the United Transportation
Union (UTU), Wheeler also acquired seniority as a conductor, brakeman, and
switchman.   The UTU is also




     1
      The Honorable Steven Limbaugh, United States District Judge
for the Eastern District of Missouri.
a railroad union that represents employees in train and yard service.2


       In 1992, Railway developed a severance plan to reduce, on a voluntary
basis, employees working as conductors, brakemen, and switchmen.                Wheeler
retired from active service on July 1, 1992, and applied for a $60,000 buy-
out under the severance plan.      Railway denied Wheeler's application on the
basis that he was not an eligible employee under the plan.


       Wheeler   appealed    the   denial   of   his   application        to   the   plan
administrator.     After the plan administrator denied his claim, Wheeler
filed suit in Missouri state court.         Railway removed the case to federal
court, alleging that the claim was alternatively governed by the Railway
Labor Act, 45 U.S.C. §§ 151 et seq. (RLA) and the Employee Retirement
Income Security Act, 29 U.S.C. §§ 1140 et seq. (ERISA).            The district court
denied Wheeler's motion to remand the case to state court.                Railway then
moved for summary judgment on the ground that the case was preempted by the
RLA.   The district court found that Wheeler's claim for severance benefits
was subject to arbitration under the RLA.              Concluding that it lacked
subject matter jurisdiction over the dispute, the district court treated
Railway's motion for summary judgment as a motion to dismiss and dismissed
the action.


                                        II.


       From 1988   through    1991,   Railway    and   the   UTU   were    involved    in
negotiations between the nation's railroads and the railroad unions
involving, inter alia, reduction in crew consist.            Crew consist refers to
the number of employees necessary to safely operate a train.               The parties
failed to reach agreement, and in order to




         2
        Included in this category of employees are conductors,
brakemen, and switchmen.

                                        -2-
avoid a nationwide strike by the unions, President George Bush appointed
Presidential Emergency Board 219 (the Board) to investigate the disputes
and make recommendations.              On January 15, 1991, the Board found that the
railroads had valid reasons for proposing a reduction in crew consist and
recommended that the individual parties negotiate at the local level.


     Despite the Board's recommendations, some of the railroads and unions
failed to reach agreement.             In response to this failure, Congress enacted
Public Law 102-29, which imposed the recommendations submitted by the
Board.        Settlement of Railroad Labor-Management Disputes, Pub. L. No. 102-
29, 105 Stat. 169 (1991).                 In accordance with this legislation, an
arbitration panel was appointed to resolve the crew consist dispute between
Railway and the UTU.          On December 31, 1991, the panel issued its decision,
known as the "Witt Award."3              Pursuant to the Witt Award, train and yard
service employees would receive a $60,000 buy-out if they voluntarily
retired          from   service   by   March   31,    1992.      The   Witt   Award   became a
congressionally-mandated collective bargaining agreement in response to
Public Law 102-29.4


                                               III.


     Dismissal for lack of subject matter jurisdiction will not be granted
lightly.           Bowe v. Northwest Airlines, Inc., 974 F.2d 101, 103 (8th Cir.
1992), cert. denied, 507 U.S. 992 (1993).                     Dismissal is proper, however,
when a facial attack on a complaint's alleged basis for subject matter
jurisdiction shows there is no basis for jurisdiction.                        Id.




             3
                 The Award was named after the panel's chairperson, Helen
Witt.
         4
      Public Law 102-29 provided that the recommendations of the
Board shall be binding on the parties and "shall have the same
effect as though arrived at by agreement of the parties under the
Railway Labor Act . . . ." Pub. L. No. 102-29, § 1(3).

                                               -3-
        The issue is whether Wheeler's claim is preempted by the RLA.               In
enacting the RLA, Congress attempted "`to promote stability in labor-
management relations by providing a comprehensive framework for resolving
labor disputes.'"    Taggart v. Trans World Airlines, 40 F.3d 269, 272 (8th
Cir. 1994) (quoting Hawaiian Airlines, Inc. v. Norris, 114 S. Ct. 2239,
2243    (1994)).    To   accomplish   this    goal,   the   RLA    imposes   mandatory
arbitration for "minor" disputes.      Id.    Controversy over the meaning of an
existing collective bargaining agreement in a particular fact situation is
one example of a "minor" dispute.             Taggart, 40 F.3d at 272 (citing
Brotherhood of R.R. Trainmen v. Chicago R. & I. R.R., 353 U.S. 30, 33
(1957)).    In other words, the RLA preempts "state law claims that involve
minor disputes because such disputes are subject to mandatory arbitration."
Taggart, 40 F.3d at 272.


        Wheeler argues that he is not seeking benefits pursuant to the
collectively-bargained Witt Award but rather under Railway's severance
plan.     He claims that because the severance plan was not drafted pursuant
to the Witt Award, it is not a collective bargaining agreement subject to
the arbitration provisions of the RLA.           He contends that the plan was
drafted solely by Railway and was thus not "bargained" for at all.                  He
further argues that the plan itself permits court adjudication of his
claim.


        We find Wheeler's contentions unpersuasive for several reasons.
First, the plan specifically refers to both Public Law 102-29 and the Witt
Award.5    Moreover, the plan simply mirrors the




            5
         The specific         language       contained      in    the   Summary   Plan
Description states:

        This program is intended to make available a choice
        between voluntary separation and dismissal allowance
        benefits to train and yard service employees in Company
        service, in accordance with the Crew Consist Arbitration
        Award dated December 31, 1991 issued pursuant to Public
        Law No. 102-29.

                                       -4-
provisions set out in the Witt Award.             For example, both the plan and the
Witt Award provide for a $60,000 buy-out for train and yard service
employees who apply for voluntary resignations before March 31, 1992.                  The
plan merely provides in greater detail the procedures employees must follow
to apply for severance benefits.


        That Railway drafted the plan does not preclude the plan from being
a collective bargaining agreement.         Collective bargaining agreements take
several forms under the RLA.        In this case, it is clear that the plan arose
as a result of Congress' action in enacting Public Law 102-29 and the
subsequent Witt Award.         Wheeler's claim for severance benefits is precisely
the type of dispute the RLA's arbitration provisions were intended to
cover.


        We find unpersuasive Wheeler's argument that the Supreme Court's
recent decision in Norris lends support to his position that the claim is
not preempted by the RLA.         In Norris, the Supreme Court held that the RLA
does not preempt state law rights that are independent of the collective
bargaining agreement.      Norris, 114 S. Ct. at 2248-49.         In Wheeler's case,
however, any severance benefits to which he may be entitled arise solely
from the provisions of the plan.         Thus, Norris is inapposite.          See id. at
2248    ("[W]here   the   resolution     of   a    state-law   claim   depends    on   an
interpretation      of   the    collective-bargaining     agreement,    the    claim    is
preempted."); see also Taggart, 40 F.3d at 273.


        Finally, Wheeler argues that the plan itself provides that a claim
for denial of benefits may be brought in state or federal court.                    This
language, however, appears in the section of the plan entitled "ERISA
Requirements."       It is well-recognized that ERISA does not provide an
alternative to the RLA.        Bowe, 974 F.2d at 103.     "Despite [ERISA's] express
provision allowing suits over the coverage and application of [employee
benefit] plans to be brought in federal court, ERISA was not intended to,
nor did it, preempt the mandatory arbitration provisions of Railway Labor
Act."    Id.




                                          -5-
(internal quotations omitted) (alteration in original).


     The order of dismissal is affirmed.


     A true copy.


           Attest:


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




                                  -6-
