                                                                United States Court of Appeals
                                                                         Fifth Circuit
                                                                      F I L E D
                IN THE UNITED STATES COURT OF APPEALS
                                                                        July 17, 2006
                         FOR THE FIFTH CIRCUIT
                         _____________________                    Charles R. Fulbruge III
                                                                          Clerk
                             No. 05-30919
                         _____________________

IN THE MATTER OF: ORION REFINING CORP.,
                                                                    Debtor.
DEPARTMENT OF REVENUE, STATE OF LOUISIANA,
                                                                    Appellant,
                                     versus

ORION REFINING CORP.,
                                                         Appellee.
__________________________________________________________________

           Appeal from the United States District Court
               for the Middle District of Louisiana
                       USDC No. 3:05-CV-878
_________________________________________________________________

Before JOLLY, PRADO, and OWEN, Circuit Judges.

PER CURIAM:*

     After study of the briefs, review of the record, and hearing

oral argument, we are satisfied that the judgment of the district

court should be affirmed.           TransAmerican Refining Corporation’s

rights   to   the   rebates,   as    set   forth   in   the   Enterprise    Zone

Contracts, were transferred to Orion Refining Corporation, and the

State of Louisiana, acting through the Louisiana Board of Commerce

and Industry and the Governor, properly approved the transfer of

these rebates to Orion.        The judgment of the district court is

therefore

                                                                     AFFIRMED.

     *
       Pursuant to 5TH CIR. R. 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this opinion should not be published and is not precedent except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 5TH CIR. R. 47.5.4.
