                      UNITED STATES COURT OF APPEALS
                           For the Fifth Circuit



                                 No. 95-20901
                               Summary Calendar


                       WELLS FARGO REAL ESTATE GROUP
                      INCORPORATED, formerly known as
                        Wells Fargo Realty Advisors;
                          MONTGOMERY ESTATES, INC.,

                                                       Plaintiffs-Appellants,


                                    VERSUS


                 COMMERCE & INDUSTRY INSURANCE COMPANY;
                   ROYAL INSURANCE COMPANY OF AMERICA,

                                                       Defendants-Appellees.




            Appeal from the United States District Court
                 For the Southern District of Texas
                               (CA H 94 3129)
                               April 10, 1996


Before DAVIS, BARKSDALE, and DeMOSS, Circuit Judges.
PER CURIAM:*

     This   is    a   diversity   suit   based    on    coverage    under   four

insurance policies.        The insured parties are Wells Fargo Real

Estate   Group,   Inc.,    a   California    corporation,     and   Montgomery

Estates, Inc., a Texas corporation (collectively referred to as



     *
       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this opinion should not be published and is not precedent except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.
"Wells Fargo").       The insurers are Commerce & Industry Insurance

Company ("C & I"), a New York corporation, and Royal Insurance

Company    of    America   ("Royal"),       an   Illinois   corporation.      The

insurance policies in question were comprehensive general liability

policies.       Wells Fargo filed this action in a state district court

in Harris County, Texas, to recover attorneys' fees and other

defense costs incurred by it in defending a third-party action

brought against it in another state court in Harris County.                  Royal

and C & I removed the case to the United States District Court for

the Southern District of Texas.             The parties agreed to submit the

duty to defend issue for summary judgment on stipulated facts and

each side filed motions for summary judgment thereon. The district

court found that the third-party petition failed to allege a

potential cause of action under the policies, that Royal and C & I

had no duty to defend Wells Fargo, and that the motions for summary

judgment of Royal and C & I were granted and the cross-motions for

summary judgment of Wells Fargo was denied.

     We have carefully reviewed the briefs, reply brief and record

excerpts and relevant portions of the record itself.                      For the

reasons stated by the district court in its memorandum and order

filed under date of September 25, 1995, we affirm the final

judgment    entered    under    date   of    September      25,   1995,   granting

defendant's motion for summary judgment and dismissing the action

with prejudice.

                    AFFIRMED.
