                          United States Court of Appeals
                             FOR THE EIGHTH CIRCUIT

                                      ___________

                                      No. 96-2413
                                      ___________

In Re: MELP, Ltd.,                          *
                                            *
                Debtor.                     *
-------------------------------------------------*
Harvey A. Friedman,                                *
                                                   * Appeal from the United States
                Appellee,                          * District Court for the
                                                   * Eastern District of Missouri.
        v.                                         *
                                                   *     [UNPUBLISHED]
MELP, Ltd.; Davis & Davis,                         *
                                                   *
                Appellants.                        *
                                           ___________

                                   Submitted: May 23, 1997
                                       Filed: July 17, 1997
                                     ___________

Before BEAM, Circuit Judge, HENLEY, Senior Circuit Judge, and LOKEN, Circuit
      Judge.
                               ___________

PER CURIAM.

      In April 1990, the bankruptcy court appointed an operating trustee for Chapter
11 debtor MELP, Ltd. but allowed debtor to continue to be represented by separate
counsel. The court subsequently approved an award of fees from the Chapter 11 estate
to Davis & Davis, debtor’s counsel. Harvey Friedman, debtor’s limited partner,
appealed that award, and the district court affirmed. The bankruptcy court then
approved a second fee award to Davis & Davis, including an award for time spent
defending the first award on appeal to the district court. Friedman again appealed.

       Reversing the second fee award, the district court1 concluded that an attorney for
a debtor not in possession -- that is, when the Chapter 11 estate has an operating trustee
-- may recover fees from the estate “only for services which provided an identifiable,
tangible and material benefit to the estate.” Applying that standard, the court denied
an award of fees for defending the first fee award on appeal and remanded the
remainder of the second fee award for further consideration of the benefit-to-the-estate
issue. The parties settled the issues on remand, and debtor and Davis & Davis now
appeal the denial of fees for successfully defending the first fee award. After carefully
considering the record on appeal, we affirm for the reasons stated in the district court’s
March 28, 1995, memorandum opinion. See 8th Cir. Rule 47B.

      A true copy.

             Attest:

                     CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




      1
       The HONORABLE GEORGE F. GUNN, JR., United States District Judge for
the Eastern District of Missouri.

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