

                    [NOT FOR PUBLICATION]

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT 
                                         

No. 97-9006

                            IN RE:

        Moorhead Corporation, MLX Corporation &amp; First
                        Heidie's Inc.

                           Debtors.
                                         

                         MARIA HILL,

                          Appellant.

                              v.

                    JOHN A. BURDICK, JR.,

                      Chapter 7 Trustee,
             and Friends of Russells Mills, Inc.,

                          Appellees.
                                         

          APPEAL FROM THE BANKRUPTCY APPELLATE PANEL

                     OF THE FIRST CIRCUIT
                                         

                            Before

                    Torruella, Chief Judge,                                                      
               Selya and Stahl, Circuit Judges.                                                          
                                         

Maria K. Hill on brief pro se.                         
Burdick &amp; DiLeo, P.C. on brief for appellee John  A. Burdick, Jr.,                                 
Chapter 7 Trustee.
Robert  A. Fasanella,  Peter  A. Wilson  and Fasanella,  Johnson &amp;                                                                              
Wood, P.C. on brief for appellees, Friends of Russells Mills, Inc.                  
                                         

                       FEBRUARY 4, 1998
                                         

     Per Curiam.   We have carefully reviewed the  record and                           

briefs on  appeal and affirm  the judgment of  the bankruptcy

court.   The  only issue  raised below,  thus the  only issue

properly  before us, is  whether the bankruptcy  court abused

its discretion in approving the compromise, given appellant's

offer to  purchase the state  action for a larger  gross sum.

In re LaRoche, 969 F.2d  1299, 1305 (1st Cir. 1992).   At the                         

time  the compromise  was approved,  the  record showed  that

conveying  the  cause  of action  to  appellant,  rather than

compromising the action, would subject the  bankruptcy estate

to risk of indeterminate magnitude.  Under the circumstances,

the   bankruptcy  court  did  not  abuse  its  discretion  in

determining that it would not be in the best interests of the

estate to accept such risk.  Jeffrey v. Desmond, 70 F.3d 183,                                                           

185 (1st  Cir. 1995);  Depoister v.  Holloway Foundation,  36                                                                    

F.3d 582 (7th Cir. 1994).

     Affirmed.  Loc. R. 27.1.                         

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