                      UNITED STATES COURT OF APPEALS
                           FOR THE FIFTH CIRCUIT

                          _______________________

                                No. 95-60157
                              Summary Calendar
                          _______________________


                              WILLIAM HAWKINS,

                                                        Plaintiff-Appellant,

                                     versus

                       TORO COMPANY d/b/a Lawn-Boy,

                                                          Defendant-Appellee.


_________________________________________________________________

           Appeal from the United States District Court
             for the Northern District of Mississippi
                          (1:94 CV25 B D)
_________________________________________________________________
                           August 4, 1995


Before JONES, BARKSDALE and BENAVIDES, Circuit Judges.

EDITH H. JONES, Circuit Judges:*

            William Hawkins appeals the grant of summary judgment in

favor of Toro Company d/b/a Lawn-Boy in this employment termination

case.     Finding no error in the district court's judgment, we

affirm.




      *
             Local Rule 47.5 provides: "The publication of opinions     that have no
precedential value and merely decide particular cases on the basis of   well-settled
principles of law imposes needless expense on the public and burdens    on the legal
profession." Pursuant to that Rule, the Court has determined that       this opinion
should not be published.
                                 BACKGROUND

          Hawkins was fired on October 28, 1993, for use of abusive

language towards fellow employees in a break room after nine and a

half years of employment.            It is undisputed that there was no

written   employment      contract.         In   fact,   during    appellant's

orientation as a new employee, he was given a handbook after

signing a receipt/acknowledgment which explicitly provided that his

employment was at will and could be terminated by either party with

or without notice and with or without cause.

          Later versions of the company handbook, which Hawkins

received, also contained an acknowledgment page which again served

as a receipt and express disclaimer.             In pertinent part, the page

read as follows:

          This handbook does not represent a contract of
          employment, and my employment relationship
          with the company is an "at will" relationship
          which may be terminated at any time, by either
          party, with or without notice and with or
          without cause.

          This    page    of   the   handbook     provided   a   line   for   the

employee's signature as well as one witness.             Hawkins relies upon

the uncontested fact that he did not sign this page upon receipt of

the revised handbook.

          Also of note in the handbook is a four-step progressive

disciplinary     system    providing        corrective   action    guidelines,

escalating to termination, for certain misconduct.                Toro did not

follow these procedures in firing Hawkins.

          On appeal, appellant claims the district court erred in

granting summary judgment as the disciplinary system gave rise to

                                        2
an employment contract which was subsequently breached when Hawkins

was fired. Alternatively, appellant claims the employment handbook

also gave rise to a duty of good faith and fair dealing which was

breached as a result of the manner in which he was terminated.

                                    DISCUSSION

            Mississippi follows the common law rule that "where there

is no employment contract (or where there is a contract which does

not   specify       the    term     of     the    worker's     employment),       the

relation[ship] may be terminated at will by either party." Solomon

v. Walgreen Co., 975 F.2d 1086, 1089 (5th Cir. 1992)(quoting Perry

v. Sears, Roebuck & Co., 508 So.2d 1086, 1088 (Miss. 1987).                       The

at-will doctrine means that either the employer or the employee may

have a good reason, a wrong reason, or no reason for terminating

the employment contract.          Kelly v. Mississippi Valley Gas Co., 397

So.2d 874, 874-75 (Miss. 1981).

            While Hawkins acknowledges the at will doctrine to be

controlling, he nonetheless attempts to escape its application by

arguing    that     Mississippi      courts      enforce     handbook    provisions

prescribing a progressive disciplinary system, and to such extent,

he had a contract with Toro.             This argument fails as the Supreme

Court of Mississippi in Perry, held that although personnel manuals

can create contractual obligations, an express disclaimer of any

employment obligations in the agreement will preclude an action for

its alleged breach.        Perry, 508 So.2d at 1088.          See also       Hartle v.

Packard    Elec.,    626    So.2d    106       (Miss.   1993)(upholding       summary

judgment   for    employer    because       express     disclaimer      in   handbook


                                           3
negated contract claim); Shaw v. Birchfield, 481 So.2d 247 (Miss.

1985)(upholding summary judgment dismissing plaintiff's breach of

contract claim, because contract expressly stated employment was

terminable at-will).       Thus, the express disclaimer in the original

receipt signed by Hawkins serves to preclude any reliance on

provisions in the handbook.         Moreover, since the later versions of

the handbook in effect at discharge contained the same language

expressly disclaiming any intention to create a contract, and the

appellant was on notice of such language, his failure to sign the

later documents is not conclusive. Nichols v. City of Jackson, 848

F.Supp. 718, 724 (S.D.Miss. 1994)(employee has duty to follow

provisions     of   handbook    that    are   reasonably      believed    to   be

current).1

             Hawkins next tries to defeat the disclaimer he signed by

relying upon Bobbitt v. The Orchard, Ltd., 603 So.2d 356 (Miss.

1992), to develop his theory. This argument fails, however, as the

employment handbook upheld as giving rise to an implied contract in

Bobbitt did not contain any disclaimer of the sort found in the

matter sub judice.        Additionally, the court in Perry, held that

validating a contradictory implied agreement in the face of an

already existing express agreement would be "ludicrous."                  Perry,

508 So.2d at 1088.

             We also reject Hawkins's contention that the presence of

both progressive disciplinary language and an express at-will


      1
             Appellant's argument that the disclaimer fails as it was not boldfaced
or highlighted is contrary to the holdings of Solomon, supra, and Shaw, supra where
each disclaimer precluded an action for breach despite appearing in regular font.

                                        4
disclaimer evidenced an ambiguity in the "contract."              First, there

is no contract of employment.          Second, the same argument has been

rejected in other cases, e.g. Shaw, supra, and is no more valid

here.

            Hawkins also asserts that Toro breached its implied

covenant of good faith and fair dealing as a result of the manner

in which he was terminated.        Mississippi courts have repeatedly

held, however, that at will relationships are not governed by such

a covenant.     Hartle v. Packard Elec., 626 So.2d 106, 110 (Miss.

1993); Perry v. Sears, Roebuck & Co., 508 So.2d 1086, 1089 (Miss.

1987).    This court has also observed that an implied covenant of

good    faith   and   fair   dealing    does   not   exist   in   Mississippi

employment termination cases. Burroughs v. FFP Operating Partners,

L.P., 28 F.3d 543, 547 (5th Cir. 1994).                 In light of these

authorities, Hawkins cannot prevail.

       Therefore, the judgment of the district court is AFFIRMED.




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