    [NOT FOR PUBLICATION -- NOT TO BE CITED AS PRECEDENT]

          United States Court of Appeals
                     For the First Circuit

No. 00-2012

        WALGREEN CO., WALGREEN OF SAN PATRICIO, INC.,
              AND WALGREEN OF PUERTO RICO, INC.,

                     Plaintiffs, Appellees,

                               v.

                 CARMEN FELICIANO DE MELECIO,
      SECRETARY OF THE PUERTO RICO DEPARTMENT OF HEALTH,

                      Defendant, Appellee.
                      ____________________

   ASOCIACION FARMACIAS DE COMUNIDAD DE PUERTO RICO, INC.,

                     Intervenor, Appellant.


         APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF PUERTO RICO

        [Hon. Héctor M. Laffitte, U.S. District Judge]


                             Before

                     Torruella, Chief Judge,
          Coffin and Campbell, Senior Circuit Judges.


     Victor P. Miranda Corrada and Roberto Roldan Burgos on brief
for appellant.
     Victor P. Miranda Corrada on brief for appellee Carmen
Feliciano de Melecio.
     Yolanda Benitez de Alegria, Stephen D. Poss and Henry C.
Dinger on brief for Walgreen Co., Walgreen of San Patricio,
Inc., and Walgreen of Puerto Rico, Inc.
                                 March 28, 2001

     Per curiam.     Appellant Asociacion Farmacias de Comunidad de

Puerto    Rico    (Asociacion),        an    organization        representing      500

independent Puerto Rico pharmacies, sought to intervene in a

suit brought by Walgreen Company, a large pharmaceutical chain,

seeking to invalidate a Puerto Rico licensing system for new and

relocating pharmacies.             The Asociacion wants to support the

defendant,    Puerto      Rico's    Secretary       of     Health,   in    rebuffing

Walgreen's claim that the system violates the Commerce Clause of

the Constitution.      The district court denied motions under Fed.

R.   Civ.    P.   24(a)    and     (b)       for   mandatory      and     permissive

intervention, and the Asociacion then brought this interlocutory

appeal.     We affirm, primarily for the reasons expressed by the

district court, adding only the following thoughts.

     To begin, our review is constrained by a considerable

measure of deference to the district court's discretion, as

there is no claim that improper standards were applied.                            See

Pub. Serv. Co. of New Hampshire v. Patch, 136 F.3d 197, 204 (lst

Cir. 1998).

     Appellant identifies the interest it seeks to protect as its

members'     "procedural         and        participation        rights     in     the

administrative      determination           of   whether    to   issue    or     not   a


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Certificate of Necessity and Convenience."                It also asserts that

some members' appeals from adverse administrative determinations

are pending in the courts of Puerto Rico and that invalidation

of the statutory scheme would in effect adjudicate those appeals

and violate their due process rights.

      Appellant misconceives the nature of the rights at stake.

No   member's   right     to   establish       or     relocate   a   pharmacy    is

affected.       Rather,    the    administrative          proceedings       reflect

members'     attempts     to     defeat       the     applications     of    other

pharmacies.     Such an interest in foreclosing competition falls

short of the "interest relating to the property or transaction"

required by Rule 24(a)(2).          As we held in Patch, 136 F.3d at

205, 207 n.8, neither prior nor anticipated participation in

administrative proceedings constitutes an "independent basis for

intervention."      To the extent that potential economic harm

resulting from the proceedings could so qualify, it must be more

than "overly contingent."         Id.     at 205.       The ongoing litigation

must "directly threaten[] an economic right or benefit presently

enjoyed . . . . "       Id.      Here, economic harm threatened by the

entrance of a competitor on the scene is subject to the actions

and capacities of competitors, the nature of the markets, the

state   of    the   economy,       and        other    factors.        In    these




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circumstances, appellant's members have no protectable right to

the continuation of the regulatory process.

    Appellant       asserts   that   the    Secretary    will    not   provide

adequate representation of its members' interests, basing its

argument     on    the   complaint's       allegation    that    the    Health

Department fails to maintain adequate records of proceedings and

decisions.        Appellant contends that the Department would be

unlikely to admit the existence of record-keeping flaws, while

the Asociacion would point out such flaws and demonstrate that

they impact both local and out- of-state pharmacies and thus

reflect    administrative      inefficiency,       not    unconstitutional

discrimination against out-of-state businesses.

    The possibility that different legal arguments will be used

does not constitute inadequate representation, Daggett v. Comm'n

on Governmental Ethics and Election Practices, 172 F.3d 104, 112

(lst Cir. 1999), and, indeed, appellants were granted permission

to submit an amicus brief in which any such variations could be

presented,    see    Massachusetts     Food     Ass'n    v.     Massachusetts

Alcoholic Beverages Control Comm'n, 197 F.3d 560, 567 (lst Cir.

1999).     Bearing in mind the considerable burden borne by a

would-be intervenor to show that a government agency is not

fairly representing its interests, Daggett, 172 F.3d at 112;

Patch, 136 F.3d at 207, we conclude that appellants' "offer [of]


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a different angle" on legal questions, Patch, 136 F.3d at 210,

is   insufficient   to   warrant   reversing   the   district   court's

judgment.

      As for denial of permissive intervention, what we have said

clearly supports the district court's exercise of discretion.

      Affirmed.




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