                                     REVISED
                    United States Court of Appeals,

                                Fifth Circuit.

                                No. 95-30926.

FEDERAL DEPOSIT INSURANCE CORPORATION, in its Corporate Capacity,
Plaintiff-Appellant,

                                       v.

Gerald C. BARTON; Gerald G. Rothman; William W. Vaughan; Peter
R. Kirwin-Taylor; Gilbert I. Newman; Jack G. Golsen; Norman L.
Peck; Bernard Ille; Albert Reichmann; Joe W. Walser, Jr.; and
Joseph V. Olree, Defendants-Appellees.

                                Jan. 16, 1997.

Appeals from the United States District Court for the Eastern
District of Louisiana; Stanwood R. Duval, Jr., Judge.

  ON PETITION FOR REHEARING AND SUGGESTION OF REHEARING EN BANC

        (Opinion Sept. 26, 1996, 5th Cir.1996, 96 F.3d 128)

Before REYNALDO G. GARZA, DeMOSS and PARKER, Circuit Judges.

      PER CURIAM:

      The Petition for Rehearing is DENIED and no member of this

panel nor judge in regular active service on the court having

requested that the court be polled on Rehearing En Banc (FRAP and
Local Rule 35), the Suggestion for Rehearing En Banc is also

DENIED.

      We write further because of the FDIC's suggestion that our

opinion   conflicts      with   an    earlier     opinion,      Louisiana   World

Exposition v. Federal Ins. Co., 858 F.2d 233 (5th Cir.1988). While

we did not discuss or cite this case in our opinion, we did take it

into consideration.       Contrary to the FDIC's protestations, it is

not   dispositive   of    the   issues      in   this   case.      We   found   it
unpersuasive for several reasons.

     The language in Louisiana World to which the FDIC makes

reference is dicta.   The opinion discussed the question of whether

any one of the claims alleged by the plaintiff was sufficient to

state cause of action.      In addition to a claim for breach of

fiduciary duty, there were claims for gross negligence and for

mismanagement.   These claims were always discussed as one and not

apart from each other;      the panel was not asked to define the

differences between them.   This was because a finding on one would

be enough for the suit to go forward.   In our opinion in this case,

however, we undertook a specific examination of the elements of a

cause of action for breach of fiduciary duty under Louisiana law.

     Our opinion properly applied the relevant case law from our

court on this point of Louisiana law.   As the opinions in Gerdes v.

Estate of Cush, 953 F.2d 201 (5th Cir.1992), and FDIC v. Duffy, 47

F.3d 146 (5th Cir.1995), show, an allegation of gross negligence is

insufficient to make out a claim for breach of fiduciary duty.

Because the FDIC did not allege fraud, self-dealing, or other

conduct beyond gross negligence in its complaint, it did not make

out a claim for breach of fiduciary duty.         Accordingly, the

one-year prescriptive period applied.     Moreover, the opinion in

Louisiana World had nothing at all to do with the critical question

of this case, the proper period of prescription for a claim

asserting gross negligence.
