                        United States Court of Appeals

                            FOR THE EIGHTH CIRCUIT
                                _____________

                                No. 96-1604EM
                                _____________

Denova Candies,                 *
                                *
               Appellant,       *
                                *   Appeal from the United States
      v.                        *   District Court for the Eastern
                                *   District of Missouri.
Texaco Refining and Marketing, *
Inc.,                           *
                                *
               Appellee.        *
                          _____________

                       Submitted:    December 12, 1996

                           Filed: February 21, 1997
                               _____________

Before FAGG, FLOYD R. GIBSON, and LOKEN, Circuit Judges.
                          _____________


FAGG, Circuit Judge.


      Denova Candies, a 47-year-old black gas station manager,
brought this action against her former employer, Texaco Refining
and Marketing, Inc. (Texaco), asserting Texaco denied her transfers
because of her race and her age.          See 42 U.S.C. §§ 2000e through
2000e-17 (1994) (Title VII); 29 U.S.C. §§ 621-634 (1994) (ADEA); 42
U.S.C. § 1981 (1994); Mo. Stat. Ann. §§ 213.010-.137 (Vernon 1996).
The district court granted summary judgment to Texaco, and Candies
appeals.        Because    no     reasonable    jury    could    find   Texaco
discriminated against Candies on the basis of race or age, we
affirm.


      The facts are undisputed.        When Texaco purchased a St. Louis
gas   station   from    another     company    in   1986,   Texaco   hired   the
station's manager, Candies, to manage the station for Texaco.
Texaco's station managers were all classified on the same grade
level, and earned a salary, plus a bonus of up to $1500 quarterly
based on sales, less shortages in cash and inventory.


     Although     Candies'    employment    record   with    Texaco   was   not
exemplary, Texaco treated her favorably.           The year she was hired,
Candies filed false payroll reports for her son who was away at
college so another son, who was working at her station, could
continue to collect unemployment compensation.           When her scheme to
defraud the State of Missouri was discovered, Candies begged for
her job.     Candies' supervisor, Joe Gummersbach, gave Candies
another chance.    Twice, when Candies' stations were closed for poor
performance in 1987 and 1989, Gummersbach transferred Candies to
other stations.      When Candies requested assignment to a higher
volume station with more bonus potential in 1992, Gummersbach
transferred Candies to a larger, limited-hour station without a car
wash where   the    previous    manager    had   generated    a   high   bonus.
Candies' bonus improved at this station, but her bonus was not as
high as the previous manager's because Candies' shortages were
nearly $4000 higher for a comparable nine-month time period.                 In
1992, Candies broke her ankle and was entitled to six weeks of
disability based on the length of her employment with Texaco.
Gummersbach asked Texaco to count Candies' time with her previous
employer so she could receive an extra four weeks of disability.
Texaco agreed and gave Candies ten weeks of disability.                  Candies
did not lose her job with Texaco until her station was sold during
the course of Texaco's total exit from the St. Louis retail market
in late 1993.   Texaco was paying Candies the second highest salary
of all station managers in St. Louis.


     After her termination, Candies filed this lawsuit asserting
Texaco discriminated against her on the bases of race and age when
it chose others to manage high volume stations on three specific
occasions in 1992, and one in 1993.              Texaco filed a motion for
summary    judgment     and     submitted        Gummersbach's     affidavit.
Gummersbach believed that although Candies was generally competent
to manage the stations to which she had been assigned, the people

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chosen to manage the larger volume stations had better skills than
Candies.   Candies' stations had high shortages of thousands of
dollars and cashier scheduling problems.      Candies worked too few
hours herself and her stations were cluttered.   Gummersbach thought
the people selected instead of Candies would do a better job of
handling the additional personnel, inventory, and cash involved
with a larger station.     In addition, the larger volume stations
were open 24 hours and had car washes.     Candies had no experience
in these areas, and the people chosen did.


     In response to Texaco's motion, Candies submitted no evidence
contradicting Texaco's reason, or other evidence showing racial or
age discrimination.    The district court granted summary judgment to
Texaco.    Candies then filed a motion to alter or amend the
judgment, see Fed. R. Civ. P. 59(e), alleging she should have
received thirty-three other transfers.   The district court declined
to revisit the case.


     To avoid summary judgment on her Title VII and ADEA claims,
Candies had to present enough evidence to create a genuine issue of
fact about whether Texaco intentionally discriminated against her
because of her race or her age.         See Rothmeier v. Investment
Advisers, Inc., 85 F.3d 1328, 1335, 1337 (8th Cir. 1996); Lidge-
Myrtil v. Deere & Co., 49 F.3d 1308, 1312 (8th Cir. 1995).    On the
record presented in this case, no reasonable factfinder could infer
Candies' race or age actually motivated Texaco's decision not to
transfer her.   See Rothmeier, 85 F.3d at 1337; Lidge-Myrtil, 49
F.3d at 1312.


     According to Candies, Texaco's explanation that the other
people were better qualified is pretextual because the explanation
is different than the one given to the Equal Employment Opportunity
Commission (EEOC).    Contrary to Candies' view, Texaco's reason for
choosing others for the positions has not changed.        Before the
EEOC, Texaco gave its current explanation, that the people chosen
for the jobs were better qualified than Candies.     Texaco also

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asserted the transfers did not constitute promotions.                        These
reasons are not contradictory.               Texaco's explanation that the
transfers were not promotions is not a reason for choosing other
candidates over Candies.


      Candies also contends her employment records show Texaco's
reason is pretextual.          Rather than belying Texaco's view that
others were better qualified, however, Candies' evaluations support
it.      Managers were rated either "strong," "satisfactory," or
"unsatisfactory" in seven categories.             The four evaluations in the
record    rated     Candies    "strong"      eighteen     times,     and     merely
"satisfactory" ten times.            The evaluations state Candies had
problems with scheduling cashiers, high shortages of cash or
inventory, and questionable reliability and dependability.                     The
evaluations show competent but not stellar managerial skills at
smaller stations.


      Gummersbach apparently did not view Candies' weaknesses as
grounds for termination, but he could reasonably consider them
against    her    when   comparing    her    to   the   competing    candidates.
Gummersbach specified the qualifications of the people he chose
over Candies and stated his belief that they would perform better
at larger stations because they lacked Candies' flaws and had
additional relevant experience.          Candies possessed the evaluations
of the chosen managers, but she did not submit them to the district
court until she filed her postjudgment motion for reconsideration.
Our review shows the other candidates' evaluations were comparable
to or better than Candies'.          Candies simply failed to present any
evidence discrediting         Texaco's    nondiscriminatory        reason.      See
Krenik v. County of Le Sueur, 47 F.3d 953, 960 (8th Cir. 1995) (no
evidence that employer's reason was pretextual absent evidence that
plaintiff's qualifications were better than person chosen).                   Even
if Gummersbach misjudged the transfer candidates, there is no
unlawful discrimination absent evidence that the transfers were
denied Candies because of her race or age.                  See McLaughlin v.
Esselte Pendaflex Corp., 50 F.3d 507, 512 (8th Cir. 1995).



                                       -4-
     In sum, no reasonable trier of fact could infer Candies' race
or age actually motivated Texaco's decision not to transfer her.
Indeed, rather than showing unlawful discrimination, the record
reflects favorable treatment of Candies despite her deficiencies.
Given the demise of Candies' Title VII and ADEA claims, her § 1981
and Missouri state law claims also fail.   See Lidge-Myrtil, 49 F.3d
at 1312.


     In her motion to alter or amend the district court's judgment,
Candies submitted records showing thirty-three additional transfers
she alleges were denied her because of race and age discrimination.
These specific allegations and records should have been submitted
before the district court entered final judgment, and the district
court was not bound to consider them afterwards.      See Garner v.
Arvin Indus. Inc., 77 F.3d 255, 258-59 (8th Cir. 1996).


     We thus affirm the district court.


     A true copy.


           Attest:


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




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