                     United States Court of Appeals

                            FOR THE EIGHTH CIRCUIT


                                ___________

                                No. 96-2345
                                ___________


Hart-Carter Company, a Delaware *
corporation,                    *
                                *
          Appellant,            *
                                *        Appeal from the United States
     v.                         *        District Court for the
                                *        District of Minnesota.
HCC, Inc., an Illinois          *
corporation,                    *             [UNPUBLISHED]
                                *
          Appellee.             *

                                ___________

                    Submitted:      February 12, 1997

                        Filed: March 13, 1997
                             ___________

Before MAGILL, BEAM, and LOKEN, Circuit Judges.
                           ___________


PER CURIAM.


      The plaintiff, Hart-Carter Company (Hart-Carter), appeals from
the   district   court’s1   order   denying   its    motion   to   amend   its
complaint and granting the motion brought by the defendant, HCC,
Inc. (HCC), to dismiss for failure to state a claim.                  Having
reviewed the record and the parties’ briefs on appeal, we conclude
that the district court properly denied Hart-Carter’s motion to



      1
      The Honorable John R. Tunheim, United States District Judge
for the District of Minnesota.
amend its complaint and properly granted HCC’s motion to dismiss
for failure to state a claim.    Accordingly, we affirm.   See 8th
Cir. R. 47B.


     A true copy.


          Attest:


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




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