                                           Filed:    November 27, 1996


                    UNITED STATES COURT OF APPEALS

                        FOR THE FOURTH CIRCUIT



                              No. 95-2973
                    (CA-95-2111-CCB, BK-95-1032-PM)



Prudential Insurance Companies of America,

                                              Plaintiff - Appellant,

           versus

Three Flint Hill Limited Partnership,

                                                 Defendant - Appellee.




                               O R D E R


     The Court amends its opinion filed November 22, 1996, as

follows:
     On page 2, section 1, lines 3 and 6 -- the firm of "Swindler

& Berlin" is corrected to read " Swidler & Berlin."

                                       For the Court - By Direction



                                           /s/ Patricia S. Connor

                                                      Clerk
UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

In Re: THREE FLINT HILL LIMITED
PARTNERSHIP,
Debtor.

PRUDENTIAL INSURANCE COMPANIES OF
AMERICA,
Plaintiff-Appellant,
                                                              No. 95-2973
v.

THREE FLINT HILL LIMITED
PARTNERSHIP,
Defendant-Appellee,

and

UNITED STATES TRUSTEE,
Party in Interest.

Appeal from the United States District Court
for the District of Maryland, at Greenbelt.
Catherine C. Blake, District Judge.
(CA-95-2111-CCB, BK-95-1032-PM)

Argued: September 26, 1996

Decided: November 22, 1996

Before MURNAGHAN and ERVIN, Circuit Judges, and
PHILLIPS, Senior Circuit Judge.

_________________________________________________________________

Affirmed by unpublished opinion. Judge Ervin wrote the opinion, in
which Judge Murnaghan and Senior Judge Phillips joined.
COUNSEL

ARGUED: Patrick John Potter, SHAW, PITTMAN, POTTS &
TROWBRIDGE, Washington, D.C., for Appellant. Roger Frankel,
SWIDLER & BERLIN, CHARTERED, Washington, D.C., for
Appellee. ON BRIEF: Lewis S. Goodman, SHAW, PITTMAN,
POTTS & TROWBRIDGE, Washington, D.C., for Appellant.
Michael J. Lichtenstein, SWIDLER & BERLIN, CHARTERED,
Washington, D.C., for Appellee.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

_________________________________________________________________

OPINION

ERVIN, Circuit Judge:

Because in this case the district court sat as an appellate court in
bankruptcy, our review of the district court's decision is plenary. In
re Stanley, 66 F.3d 664, 667 (4th Cir. 1995); In re Varat Enters., Inc.,
81 F.3d 1310, 1314 (4th Cir. 1996). We have therefore carefully con-
sidered the record, the briefs submitted by the parties, and the oral
argument of counsel. We have also considered the unpublished opin-
ions in In re 1550 Wilson Boulevard L.P., No. 96-10346-AM (Bankr.
E.D. Va. filed June 21, 1996), and In re 1560 Wilson Boulevard L.P.,
No. 96-10403-AM (Bankr. E.D. Va. filed June 25, 1996), but find the
loan documents in those cases to be distinguishable from those in the
instant case. With all this in mind, we find we agree with the district
court, and thus we affirm on the reasoning of the bankruptcy court in
its memorandum of decision. Prudential Ins. Co. of America v. Three
Flint Hill Ltd. Partnership (In re Three Flint Hill Ltd. Partnership),
No. BK-95-1032-PM (Bankr. D. Md. entered June 23, 1995).

AFFIRMED

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