                 UNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT


                     _______________________

                           No. 96-10078
                     _______________________


ROYAL LLOYDS OF TEXAS; ROYAL INSURANCE
COMPANY OF AMERICA,

                                               Plaintiffs-Appellees,

                             versus

QUINN-L FINANCIAL CORP. et al,

                                           Defendants-Appellants.


_________________________________________________________________

           Appeal from the United States District Court
                for the Northern District of Texas
                          (3:90-CV-550-H)
_________________________________________________________________


                        December 30, 1996
Before JOLLY, JONES, and PARKER, Circuit Judges.

PER CURIAM:*

          The court has carefully considered appellants’ position

in light of the briefs, oral argument, pertinent portions of the

record, and the extensive previous history of the case in this

court.   Having done so, we cannot say that the district court

abused its discretion in denying appellants’ Rule 60(b)(5) motion



     *
       Pursuant to Local Rule 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in Local Rule 47.5.4.
for relief from judgment, and we affirm on essentially the basis

articulated by the district court.

          AFFIRM.
