                            UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT



                            No. 95-2045



GARY F. KELLER; HOMER C. MILLER; KEITH E.
SANSOM; CURTIS F. WOODS,

                                          Plaintiffs - Appellants,

          versus

DISTRICT LODGE NUMBER 19, INTERNATIONAL ASSO-
CIATION OF MACHINISTS AND AEROSPACE WORKERS,

                                              Defendant - Appellee,

          and

INTERNATIONAL ASSOCIATION OF MACHINISTS AND
AEROSPACE WORKERS,

                                                         Defendant.



Appeal from the United States District Court for the Southern Dis-
trict of West Virginia, at Huntington. Charles H. Haden II, Chief
District Judge. (CA-94-137-3)


Argued:   July 9, 1996                    Decided:   August 7, 1996


Before NIEMEYER, MICHAEL, and MOTZ, Circuit Judges.


Affirmed by unpublished per curiam opinion.
ARGUED: Robert Lee Templeton, Ashland, Kentucky, for Appellants.
Michael Stephen Wolly, ZWERDLING, PAUL, LEIBIG, KAHN, THOMPSON &
WOLLY, P.C., Washington, D.C., for Appellee. ON BRIEF: Donna R.
Euben, ZWERDLING, PAUL, LEIBIG, KAHN, THOMPSON & WOLLY, P.C.,
Washington, D.C., for Appellee.

Unpublished opinions are not binding precedent in this circuit.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




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PER CURIAM:

     Gary Keller, Homer Miller, Keith Sansom, and Curtis Woods,

former employees of CSX Transportation, Inc., filed this action

against their exclusive collective bargaining representatives, the

International Association of Machinists and Aerospace Workers and
its local subdivision, District Lodge No. 19, for breach of their

duty of fair representation. The plaintiffs challenged the union's

handling of both CSX's buyout offer, which was made in connection

with their layoffs by CSX, and the plaintiffs' protective benefits
claims.

     After the district court dismissed the claims against the

International Association for plaintiffs' failure to effect service

of process in compliance with Federal Rule of Civil Procedure 4(m),

it granted District Lodge No. 19's motion for summary judgment.

The court concluded that the plaintiffs' claims concerning the
union's failure to accept or otherwise pursue CSX's buyout offer in

1988 were barred by the applicable statute of limitations. And on

the merits of the plaintiffs' challenge to the union's handling of

their protective benefits claims, the court ruled as a matter of

law that the union had acted reasonably in light of earlier adverse

arbitration decisions involving similar claims.

     We have carefully considered the record, briefs, and arguments

of counsel and, based on the sound reasoning in the district

court's written decision, see Keller v. District Lodge No. 19,



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Int'l Ass'n of Machinists and Aerospace Workers, Civil Action No.
94-137 (S.D. W. Va. April 18, 1995), we affirm.




                                                        AFFIRMED




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