                     United States Court of Appeals

                         FOR THE EIGHTH CIRCUIT
                              ____________

                                No. 96-3578
                               ____________

Bruce Ring,                          *
                                     *
           Appellant,                *
                                     *
     v.                              *     Appeal from the United States
                                     *     District Court for the
Federal National Mortgage            *     Eastern District of Missouri
Association, a Corporation;          *
First Interstate Commercial          *           [UNPUBLISHED]
Mortgage Company, A                  *
Corporation; Prentis Hall            *
Corporation Systems,                 *
                                     *
           Appellees.                *

                               ____________

                        Submitted: June 12, 1997

                             Filed: September 5, 1997
                               _____________

Before RICHARD S. ARNOLD, Chief Judge, BEEZER1 and WOLLMAN,
Circuit Judges.
                           ____________

Beezer, Circuit Judge.

     Bruce Ring appeals the district court’s grant of summary
judgment   in   favor   of    defendants    Federal   National   Mortgage
Association (“FNMA”) and First Interstate Bank (“FIB”).          Alleging
discrimination in lending, Ring sued FNMA and FIB under the Fair
Housing Act.    Because the parties are familiar with the underlying
facts, we do not describe them except as necessary.              We have
jurisdiction pursuant to 28 U.S.C. § 1291 and we affirm.




     1
      The Honorable Robert R. Beezer, United States Circuit Judge
for the Ninth Circuit, sitting by designation.
                                  I


     Ring challenges the district court’s grant of summary judgment
to defendants.     We may affirm summary judgment on any basis
supported by the record.   United States v. Lohman, 74 F.3d 863, 866
(8th Cir.), cert. denied, 116 S. Ct. 2549 (1996).      We affirm the
district court’s grant of summary judgment because Ring failed to
submit an application for a loan.2


                                 II


     Ring also claims that the district court should have granted
him leave to amend his complaint.      Given Ring’s numerous previous
amendments, the facial inadequacy of his proposed amendment and the
prejudice accrued to FNMA and FIB, the district court was within
its discretion to deny Ring leave to amend.    See Pulla v. Amoco Oil
Co., 72 F.3d 648, 658 (8th Cir. 1995).


                                 III


     Because we affirm the grant of summary judgment, we do not
reverse the award of costs to FNMA.


AFFIRMED

           A true copy.

                 Attest:

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




     2
      Because we affirm on this ground, we need not consider whether
Ring’s suit was time-barred or whether Ring failed to show that he
was qualified for FNMA financing.

                                  2
