                 UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT


                             No. 00-10063


In The Matter Of: WESTERN FIDELITY MARKETING, INC; WESTERN
FIDELITY FINANCIAL CORP
                                                         Debtors.

----------------------

GARY R STILL,
                                                          Appellant,

                                VERSUS

WESTERN FIDELITY MARKETING, INC; WESTERN FIDELITY FINANCIAL CORP,

                                                          Appellees.

                         ___________________

                             No. 00-10218
                          __________________

In the Matter of: JMJ FINANCIAL CORP

                                                             Debtor

---------------------

GARY R STILL
                                                          Appellant
                                VERSUS

WESTERN FIDELITY INSURANCE CO; WESTERN FIDELITY MARKETING, INC;
WESTERN FIDELITY HOLDING CO, INC; JMJ FINANCIAL CORP; ESTATE OF
ERICSON BERG
                                                     Appellees.


          Appeals from the United States District Court
                for the Northern District of Texas
         ON PETITION FOR REHEARING AND REHEARING EN BANC
                          April 12, 2001
   (Opinion 2/15/01, 5th Cir. _______, _______ F.3d _______ )




Before DUHÉ and PARKER, Circuit Judges and FOLSOM*, District Judge.
PER CURIAM:


     Western Fidelity Marketing, Inc. petitions for rehearing and

rehearing en banc, arguing that we must address the validity of the

district court’s application of judicial estoppel.

     Our opinion assumes that the district court was correct on

judicial estoppel and holds that the district court was correct on

equitable estoppel, then concludes (as clarified by footnote 3 in

the substituted opinion) that neither type of estoppel can be

employed to destroy Still’s causes of action that are unrelated to

the subject matter of his representations to the IRS in the offer

of compromise. An additional holding that judicial estoppel was or

was not correctly applied would be dicta – unnecessary and ill

advised given the difficulty of that question that no party briefed

or argued in this case.

     We therefore vacate the original opinion, substitute the

attached opinion and DENY the Petition for Rehearing.

     No member of this panel nor judge in regular active service on

the court having requested that the court be polled on Rehearing En


     *
      District Judge of the Eastern District of Texas, sitting by
designation.
Banc (FED.R.APP.P and 5TH CIR. R. 35) the Petition for Rehearing En

Banc is also DENIED.
