                IN THE UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT

                          _____________________

                               No. 95-60340
                          ______________________

TRANSPORTATION INSURANCE COMPANY

             Plaintiff - Appellee

v.

RITTS DISTRIBUTING COMPANY, INC.; TIMOTHY HOLMES, By and
Through His Next Friend and Mother, Virginia Holmes

             Defendants

                  and

JOANNE HUFF-RITTS; SPENCER RITTS

             Plaintiff - Appellants



                       __________________________
         Appeal from the United States District Court for the
                Northern District of Mississippi, Oxford
                              (3:94-CV-93)
                       __________________________
                            January 12, 1996

Before WIENER, PARKER and DENNIS, Circuit Judges.

PER CURIAM:*

     Appellants    appeal   the   district    court's   grant   of   summary

judgment in favor of Transportation Insurance denying Uninsured

Motorist coverage to Mrs. Ritts.             Appellants also appeal the

district court decision to reform the insurance contract and its

decision not to certify the question of coverage to the Mississippi

Supreme Court.     The appellants argue that Mrs. Ritts is insured

     *
       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this opinion should not be published and is not precedent except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.
under the corporate policy either personally as the wife of the

sole stockholder or as an officer of a closely held corporation, or

that Mrs. Ritts is insured as a permissive user or guest in an

automobile insured under the policy.    We have reviewed the record

and the decisions of the district court.        We agree with the

analysis of Mississippi law and the conclusions set forth in the

district court's written opinion.      Accordingly, judgment of the

district court is affirmed and the motion for certification of

questions of law to the Mississippi Supreme Court is denied.
