                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT
                                           

No. 93-1721

           ST. PAUL FIRE AND MARINE INSURANCE COMPANY,

                       Plaintiff-Appellee,

                                v.

                   WARWICK DYEING CORPORATION,

                      Defendant, Appellant.
                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                 FOR THE DISTRICT OF RHODE ISLAND

          [Hon. Ronald R. Lagueux, U.S. District Judge]
                                                      

                                           

                              Before

                    Torruella, Cyr and Boudin,

                         Circuit Judges.
                                       

                                           

     Thomas  M. Reiter with whom David M. Jones, John M. Edwards,
                                                                
Linda  E.  Presson,  Kirkpatrick  &amp;  Lockhart,  Nicholas  Gorham,
                                                                
Edmund L.  Alves II  and  Gorham  &amp;  Gorham  were  on  brief  for
                                           
appellant.
     Michael Rubin, Assistant Attorney General  and Environmental
                  
Advocate, Office of  the Attorney General,  and Jeffrey B.  Pine,
                                                                
Attorney General of  Rhode Island,  on brief for  State of  Rhode
Island, amicus curiae.
     Louis V. Jackvony III on brief for Town of North Smithfield,
                          
amicus curiae.
     John  F.  Bomster,  John   A.  Tarantino,  W.  James  McKay,
                                                                
Victoria M. Almeida,  W. Mark  Russo, Sherry A.  Giarrusso, Adler
                                                                 
Pollock &amp; Sheehan Incorporated and Andrew C. Spacone on brief for
                                                    
Textron, Inc., amicus curiae.
     Kimball  Ann Lane with whom Craig R. Brown, Anne T. Turilli,
                                                                
Julie  B. Pollack,  Roger  D. Brown,  Adams,  Duque &amp;  Hazeltine,
                                                                
James T. Murphy and Hanson, Curran, Parks &amp; Whitman were on brief
                                                   

for appellee.

                               -2-

     Laura  A. Foggan, Lon A. Berk, Celiza P. Braganca and Wiley,
                                                                 
Rein &amp;  Fielding on brief for  Insurance Environmental Litigation
                
Association, amicus curiae.

                                           

                          June 22, 1994
                                           

                               -3-

          TORRUELLA, Circuit Judge.   This case concerns the oft-
                                  

litigated pollution  exclusion clause  commonly found  in general

liability  insurance  policies.   Insurance  coverage  under this

clause,  or the lack thereof,  has engendered bitter and frequent

disputes between  insurance  companies and  policyholders  facing

some form of environmental  liability.  We enter the  fray secure

in  the knowledge that, regardless  of our holding,  we will have

followed a sizeable number of the courts that have considered the

issue.   Upon our  own consideration  of the  pollution exclusion

clause as applied to the specific facts of this case, we cast our

lot with those courts narrowly construing the breadth of coverage

afforded under the clause.   We thus affirm the  district court's

order of summary judgment in favor of plaintiff-appellee.

                          I.  BACKGROUND

          Plaintiff-appellee, St. Paul  Fire and Marine Insurance

Company ("St. Paul"), brought  this action in the  district court

to  obtain a declaratory judgment that St. Paul had no obligation

under  an insurance  contract  issued to  the defendant,  Warwick

Dyeing Corporation  ("Warwick"), to defend  or indemnify  Warwick

for claims arising  from environmental damages at  the Landfill &amp;

Resource  Recovery Superfund  Site  in  North  Smithfield,  Rhode

Island (the "L&amp;RR landfill" or the "Site").  St. Paul asserted in

its complaint  that, among other things,  the pollution exclusion

clause of the insurance  policy barred coverage for contamination

at the L&amp;RR landfill  after Warwick arranged for the  disposal of

its waste materials at the Site.

                               -3-

          A.  The Claims
                        

          Warwick  is in  the business  of dyeing,  finishing and

coating synthetic and synthetic-natural  fiber blend fabrics.  In

July  of 1979, Warwick hired ACME Services, Inc. ("ACME"), a duly

licensed waste  hauler,  to collect,  haul away,  and dispose  of

various waste  materials  generated  by  Warwick's  West  Warwick

plant.  The waste  contained certain hazardous substances.   ACME

hauled  the waste  to  the L&amp;RR  Site,  also duly  licensed,  and

disposed of it in the landfill.   One ACME truck driver stated in

an affidavit that he discharged waste directly into the  landfill

by opening  a drain valve on his truck and letting the waste pour

onto the ground.   There  is no evidence,  however, that  Warwick

knew  where  or   how  ACME  disposed  of  its  waste  materials.

Furthermore,  no party  or governmental  agency has  alleged that

Warwick or ACME improperly discharged Warwick's waste materials.

          On September 18, 1989,  the United States Environmental

Protection Agency ("EPA") notified Warwick that it had determined

Warwick was  a "potentially responsible party"  ("PRP") under the

Comprehensive Environmental Response, Compensation  and Liability

Act  ("CERCLA"), 42  U.S.C.     9601  et  seq., with  respect  to
                                             

contamination at  the L&amp;RR  Site.  The  EPA stated that  the L&amp;RR

Site experienced  releases and  threatened releases  of hazardous

substances requiring the EPA  to undertake cleanup activities for

which  the PRP's could be  held liable pursuant  to Sections 104,

106(a) and  107(a)  of CERCLA.    42 U.S.C.     9604,  9606(a)  &amp;

9607(a).

                               -4-

          The   EPA  noted  that  "responsible  parties"  include

"persons who arranged for  disposal of hazardous substances found

at  the site."  Under  CERCLA, a person  that generates hazardous

substances and  arranges for  their disposal is  strictly liable,
                                                                

regardless  of whether  the person  was at  fault or  whether the

substance actually caused or  contributed to any damage, for  all

costs of remediating environmental damages at  the site where the

substances  ultimately are  disposed.   See  Dedham Water  Co. v.
                                                              

Cumberland Farms  Dairy, Inc., 889  F.2d 1146, 1150-56  (1st Cir.
                             

1989); O'Neil v. Picillo,  883 F.2d 176, 177-83 (1st  Cir. 1989),
                        

cert. denied, 493 U.S. 1071 (1990).
            

          The EPA alleged that  Warwick was a "responsible party"

at the L&amp;RR Site because it had arranged, "by contract agreement,

or otherwise," for the "disposal" of hazardous  substances at the

L&amp;RR Site.  The EPA demanded reimbursement of the response costs,

mainly for investigation and monitoring, that it had incurred and

planned to incur at the Site.

          On  June 29,  1990,  the EPA  issued an  administrative

order, pursuant  to    104(e)  &amp; 106(a)  of CERCLA, 42  U.S.C.   

9604(e) &amp;  9606(a), against  twenty  five respondents,  including

Warwick, demanding  that the respondents perform certain remedial

activities  at the  L&amp;RR Site.   The  order alleged  that Warwick

"arranged  for  the  disposal  of water  soluble  dye  and fibers

containing  acids  and VOCS  [volatile organic  compounds], which

were disposed  of  at the  Site."    According to  the  EPA,  the

hazardous  substances at the  L&amp;RR Site had  been poured directly

                               -5-

into the landfill  or deposited in drums into  the landfill.  The

EPA's order  documented the  results of an  investigation showing

that "the  landfill continues to release  Hazardous Substances to

the environment."   The  EPA made  no allegations, however,  that

waste was improperly  disposed of  or discharged at  the Site  or

that  the landfill  was  improperly  maintained.    In  fact,  no

specific cause of the contamination was mentioned beyond the fact

that the  named respondents disposed of  waste at the Site.   The

EPA   ordered  that   respondents   undertake  various   remedial

activities  to  monitor  and   prevent  the  further  release  of

hazardous substances  and to reimburse  the EPA for  its previous

and future actions at the Site.

          On  July 25, 1991, a  group of fourteen plaintiffs that

were also named by  the EPA as PRPs  at the L&amp;RR Site filed  suit

against  Warwick and  forty-six others  for recovery of  past and

future  response costs incurred at  the Site.   The suit asserted

that  Warwick  was  jointly   and  severally  liable  for  having

"arranged for the disposal of  hazardous substances" at the site.

Subsequent to the  filing of  this suit, Warwick  entered into  a

settlement agreement with the plaintiffs under which Warwick paid

$40,000  and assigned  its  rights under  the St.  Paul insurance

policies to the plaintiffs.

          During  the  EPA's  actions and  the  private  lawsuit,

Warwick  notified  St.  Paul,  its  general  liability  insurance

carrier,  that  it  was  seeking  defense  costs,  and  possibly,

indemnity coverage for the claims made by the EPA and the private

                               -6-

plaintiffs.   St. Paul  denied  that coverage  existed under  the

applicable insurance policies for  the claims against Warwick and

eventually  brought  this   action  to   obtain  an   enforceable

declaration of noncoverage.

          B.  The Insurance Contract
                                    

          St.  Paul  issued a  series  of "Comprehensive  General

Liability  Policies" ("CGL"  policies) to  Warwick  that provided

Warwick  with  continuous coverage  from  1971  through 1985  for

general commercial risks.

          The insurance policies provided:

            The Company [St.Paul] will pay  on behalf
            of the Insured  [Warwick] all sums  which
            the   Insured    shall   become   legally
            obligated to pay as damages because of:

            Coverage A.: bodily injury or
            Coverage B.: property damage

            to which this  insurance applies,  caused
            by  an occurrence, and  the Company shall
            have  the right  and duty  to defend  any
            suit against the insured  seeking damages
            on  account  of  such  bodily  injury  or
            property   damage  even  if  any  of  the
            allegations of the  suit are  groundless,
            false or fraudulent, . . .

          The policies thus provided coverage for property damage

caused by an "occurrence" which the policies defined as:

            an  accident,   including  continuous  or
            repeated  exposure  to conditions,  which
            results  in  bodily  injury  or  property
            damage neither expected nor intended from
            the standpoint of the insured.

          Following this insuring clause was a list of exclusions

from coverage,  including the  pollution exclusion at  issue here

(the "exclusion").   Although  the policies  varied from year  to

                               -7-

year, the  following is  representative  of the  language of  the

exclusion:

            It is agreed that the  insurance does not
            apply to bodily injury or property damage
            arising out of the  discharge, dispersal,
            release or escape of smoke, vapors, soot,
            fumes,  acids, alkalis,  toxic chemicals,
            liquids  or  gases,  waste  materials  or
            other    irritants,    contaminants    or
            pollutants   into   or  upon   land,  the
            atmosphere  or any watercourse or body of
            water.

The  exclusion contained  an  exception (the  "exception")  which

stated:

            This  exclusion does  not  apply if  such
            discharge,  dispersal, release  or escape
            is sudden and accidental.

          St.  Paul filed  its action  on January  27, 1991.   In

response to  motions for summary  judgment made by  both parties,

the federal magistrate recommended  that the district court enter

a judgment  in favor of St.  Paul.  The magistrate  held that the

pollution  exclusion barred coverage for Warwick's claims because

the discharge of pollutants at the L&amp;RR Site was neither "sudden"

nor "accidental" as required by  the exception to the  exclusion.

The district court initially  issued an order on March  18, 1993,

adopting this recommendation.  On the same day, Warwick moved for

reconsideration in light of "newly discovered evidence" regarding

representations  made to  state insurance  regulatory authorities

about  the meaning  of  the pollution  exclusion  clause.     The

district court responded by recalling  its order and vacating the

judgment.   After additional  briefing, however, the  court again

adopted  the magistrate's  recommendation and,  on June  4, 1993,

                               -8-

entered a judgment for St. Paul.

           II.  CONSTRUCTION OF THE INSURANCE CONTRACT

          We review the  district court's  interpretation of  St.

Paul's insurance contract de novo, LaSorsa v. Unum Life Ins. Co.,
                                                                

955 F.2d 140, 146 (1st Cir.  1992); CPC Int'l, Inc. v. Northbrook
                                                                 

Excess &amp;  Surplus Ins. Co., 962  F.2d 77, 91 (1st  Cir. 1992), to
                          

determine if Warwick's  claims are  excluded from  coverage as  a

matter of law.

          Rhode  Island  law  governs  the  construction  of  the

insurance policy in this  case.  To interpret contested  terms of

an insurance policy under  Rhode Island law, the "policy  must be

examined in its  entirety and the words used  must be given their

plain  everyday meaning."  McGowan  v. Connecticut Gen. Life Ins.
                                                                 

Co.,  289 A.2d 428,  429 (R.I. 1972);  see also  Textron, Inc. v.
                                                              

Aetna Casualty and  Surety Co.,  638 A.2d 537,  539 (R.I.  1994);
                              

Malo v.  Aetna Casualty and Surety  Co., 459 A.2d 954,  956 (R.I.
                                       

1983).   "[W]hen the terms of an insurance policy are found to be

clear and unambiguous, judicial  construction is at an end.   The

contract terms must be  applied as written and the  parties bound

by them."   Amica Mut. Ins.  Co. v. Streicker, 583  A.2d 550, 551
                                             

(R.I.  1990) (citing Malo, 459  A.2d at 956);  Hughes v. American
                                                                 

Universal  Ins. Co., 423 A.2d  1171, 1173 (R.I.  1980).  Language
                   

that  is  found  to be  ambiguous  or capable  of  more  than one

reasonable interpretation will be construed liberally in favor of

the  insured and strictly against the insurer.  Bartlett v. Amica
                                                                 

Mut. Ins. Co., 593 A.2d 45, 47 (R.I. 1991) (citing Streicker, 583
                                                            

                               -9-

A.2d at 552); Pressman v. Aetna Casualty and Surety Co., 574 A.2d
                                                       

757,  759-60  (R.I.  1990).   However,  a  "policy is  not  to be

described as ambiguous because a word is viewed in isolation or a

phrase  is taken out of context.   A court should not, through an

effort to seek out ambiguity when  there is no ambiguity, make an

insurer  assume a liability not imposed by the policy."  McGowan,
                                                                

289  A.2d  at  429;  see also  Textron,  638  A.2d  at 539,  541;
                                      

Bartlett, 593 A.2d at 47; Streicker, 583 A.2d at 552.
                                   

          To our knowledge, no Rhode Island court has interpreted

or discussed  the pollution  exclusion  clause at  issue in  this

case.     We  therefore  decide   this  case  according   to  the

aforementioned  principles of  contract construction  under Rhode

Island  law  with guidance  from  the collected  wisdom  of other

courts   applying  similar   principles  of   insurance  contract

interpretation.

          Finally,  although the  parties  agree  that  insurance

companies bear the burden of proving that a policy exclusion bars

coverage  of a  claim, the  parties disagree  over who  bears the

burden of proving whether  or not an exception to  the exclusion,

such  as the  "sudden and  accidental" exception  at issue  here,

affords  coverage in  a  particular case.    Warwick argues  that

because the  exception is  part of  the exclusionary clause,  St.

Paul must  prove that  the exception applies  as well.   See  New
                                                                 

Castle County v. Hartford Accident &amp; Indemnity Co, 933 F.2d 1162,
                                                 

1182  (3d Cir. 1991) (finding that the  burden of proof is on the

insurer  under  Delaware law),  cert.  denied,  113  S. Ct.  1846
                                             

                               -10-

(1993).  The  last time we considered this  issue, we stated that

the insured bears the burden of establishing that an exception to
           

a pollution exclusion provision has been satisfied.  A. Johnson &amp;
                                                                 

Co. v. Aetna  Casualty &amp; Surety  Co., 933 F.2d  66, 76 n.14  (1st
                                    

Cir. 1991)  (citing 19 G. Couch, Couch on Insurance   79: 385 (2d
                                                             

ed. 1983)) (applying Maine law).

          We think that the  Supreme Court of Rhode  Island would

agree with  our position  in A.  Johnson.   Once the  insurer has
                                        

established  that  the   pollution  exclusion  applies,  coverage

depends  on  the applicability  of  the exception.    Because the

insured  bears  the  burden  of establishing  coverage  under  an
       

insurance policy, it makes sense that the insured must also prove

that  the  exception  affords  coverage  after  an  exclusion  is

triggered.  Northern Insurance Co. v. Aardvark Assocs., Inc., 942
                                                            

F.2d  189, 194-95 (3d Cir. 1991); Fireman's Fund Ins. Cos. v. Ex-
                                                                 

Cell-O Corp., 702 F. Supp. 1317,  1328-29 (E.D.Mich. 1988); Borg-
                                                                 

Warner Corp.  v. Insurance Co.  of N. Am., 577  N.Y.S.2d 953, 957
                                         

(N.Y.  App. Div. 1992).   We find, therefore,  that Warwick bears

the  burden of establishing that  the discharge of  its waste was

"sudden  and accidental"  under  the exception  to the  pollution

exclusion.

          III.  THE POLLUTION EXCLUSION

          The pollution exclusion clause  of the St. Paul-Warwick

insurance policies bars coverage for "property damage arising out

                               -11-

of the  discharge, dispersal,  release or escape"1  of pollutants

of  waste   materials  unless   the  discharge  is   "sudden  and
                                                                 

accidental" (emphasis added).  The issue before us is whether the
          

district  court erred in finding  that the discharge of Warwick's

wastes at the L&amp;RR landfill was neither sudden nor accidental and

thus not covered under the policies.

          State and federal courts are fairly evenly divided over

the  meaning  and  application  of the  "sudden  and  accidental"

exception  to the  pollution exclusion  clause.   See, e.g.,  CPC
                                                                 

Int'l, Inc. v. Northbrook Excess &amp; Surplus Ins. Co., 962 F.2d 77,
                                                   

92 (1st Cir. 1992) (reprinting two footnotes from New Castle, 933
                                                            

F.2d  at 1195, listing 24 cases holding that the pollution clause

bars coverage and 26  cases holding the opposite).2   Most courts

part  company  on  the issue  of  whether  the  term "sudden"  is

ambiguous  --  in  which case  the  policy  is  construed in  the

insured's favor to provide  coverage -- or unambiguous,  in which

case  insurance coverage is  usually barred.   Because most cases

involve  some kind  of  gradual release  of  pollutants into  the

environment over an extended period of time, courts finding a bar

to  coverage  under  the  exclusion have  construed  "sudden"  as

                    

1  We  hereinafter employ the  term "discharge"  to refer to  the
phrase,  "discharge,   dispersal,  release  or   escape"  in  the
pollution exclusion.

2    Amicus  for  St. Paul,  Insurance  Environmental  Litigation
           
Association,  provides  a list  of  74  state and  federal  cases
holding that the term "sudden" in  the pollution exclusion clause
clearly has  a temporal meaning that favors  insurers.  We do not
doubt for a minute  that there are another 74  cases holding that
the term is ambiguous, which favors the insureds.

                               -12-

unambiguously meaning  "abrupt" or  "immediate."   E.g., Hartford
                                                                 

Accident &amp;  Indem. Co.  v. U.S.  Fidelity &amp;  Guar. Co., 962  F.2d
                                                      

1484, 1487-90 (10th Cir.),  cert. denied, 113 S. Ct.  411 (1992);
                                        

Aetna Casualty &amp; Surety  Co. v. General Dynamics Corp.,  968 F.2d
                                                      

707,  710 (8th  Cir.  1992);  A.  Johnson,  933  F.2d  at  72-74;
                                         

Aardvark, 942  F.2d at 191-94; Ogden Corp. v. Travelers Indemnity
                                                                 

Co., 924  F.2d 39,  42  (2d Cir.  1991);  FL Aerospace  v.  Aetna
                                                                 

Casualty  &amp; Surety  Co.,  897 F.2d  214,  219 (6th  Cir.),  cert.
                                                                

denied,  498   U.S.  911  (1990);  Dimmitt   Chevrolet,  Inc.  v.
                                                             

Southeastern Fidelity  Ins. Corp., No. 78293, 1993  WL 241520, at
                                 

*1-5 (Fla. July 1, 1993); Hybud Equip. Corp. v. Sphere Drake Ins.
                                                                 

Co., 597 N.E.2d 1096,  1100-03 (Ohio 1992), cert. denied,  113 S.
                                                        

Ct. 1585 (1993); Upjohn Co. v. New Hampshire Ins. Co., 476 N.W.2d
                                                     

392 (Mich.  1991); Lumbermens  Mutual Casualty Co.  v. Belleville
                                                                 

Industries,  Inc., 555  N.E.2d  568, 572-73  (Mass. 1990);  Waste
                                                                 

Management of Carolinas,  Inc. v. Peerless  Ins. Co., 340  S.E.2d
                                                    

374, 381-83 (N.C.  1986); Borg-Warner, 577 N.Y.S.2d at  957; Mays
                                                                 

v.  Transamerica Ins.  Co., 799  P.2d 653,  657 (Or.  App. 1990).
                          

Courts  construing the  exception to  the exclusion  as affording

coverage  for gradual  discharges of  pollutants have  found that

"sudden"  could  reasonably  mean  "unintended  and  unexpected."

E.g.,  New Castle, 933 F.2d  at 1193-1203; Morton  Int'l, Inc. v.
                                                              

General  Accident Ins. Co.,  629 A.2d  831, 847-876  (N.J. 1993);
                          

Outboard  Marine Corp. v. Liberty Mut. Ins. Co., 607 N.E.2d 1204,
                                               

1210, 1217-21 (Ill. 1992); Hecla Mining Co. v. New Hampshire Ins.
                                                                 

Co., 811  P.2d  1083, 1091-92  (Colo.  1991); Claussen  v.  Aetna
                                                                 

                               -13-

Casualty &amp; Surety  Co., 380 S.E.2d 686, 688-89  (Ga. 1989).  Even
                      

this  Circuit  has   split  over  the  meaning   of  "sudden  and

accidental" in the application of different state laws.   Compare
                                                                 

CPC  Int'l, 962 F.2d at  91-98 (finding "sudden" ambiguous), with
                                                                 

Lumbermens Mut. Casualty Co. v. Belleville Indus., Inc., 938 F.2d
                                                       

1423, 1429-30  (1st Cir.  1991)  (finding "sudden"  unambiguous),

cert. denied, 112 S. Ct. 969 (1992); A. Johnson, 933  F.2d at 72-
                                               

74 (same);  Great Lakes  Container Corp. v.  National Union  Fire
                                                                 

Ins. Co., 727 F.2d 30, 33-34 (1st Cir. 1984) (same).
        

          This case, however, can be  decided without determining

whether "sudden" is  ambiguous or unambiguous.   Despite the deep

divisions in  their holdings, almost  all courts  agree, and  the

parties to this  case agree  as well, that  the term "sudden  and

accidental,"   means,  at   the  very   least,   "unintended  and

unexpected."  E.g., CPC  Int'l, 962 F.2d at 91-98;  Hartford, 962
                                                            

F.2d at 1488; New Castle, 933 F.2d at 1192-99; Upjohn, 476 N.W.2d
                                                     

at 392; Hecla, 811 P.2d at 1091-92.  In  other words, intentional
             

and  expected  discharges of  pollutants  are  not covered  under

policies with the standard pollution exclusion.  Because we agree

with  the district court that the discharge of pollutants was not

unintended and  unexpected in this  case, we  uphold the  summary

judgment  order  on that  ground  without reaching  the  issue of

whether the term "sudden," as used in the policy, is ambiguous.

          Certain facts of this case are not in dispute.  Warwick

purposefully arranged  to have its waste  materials collected and

hauled off its property.  Those materials were disposed of in the

                               -14-

L&amp;RR  landfill.   At  the same  time,  Warwick presumed  that its

wastes  were  disposed of  lawfully  and  properly.   It  neither

expected nor intended that contamination of the environment would

result from the disposal of its wastes.

          The district court found that Warwick's arrangement for

ACME to  dispose of its  waste in the regular  course of business

was  sufficient  to establish  that  the  relevant discharge  was

"intentional and expected" and thus not "accidental."  On appeal,

Warwick  argues  that the  district  court  erred in  attributing

Warwick's  act  of generating  the  waste and  arranging  for its

disposal with ACME's  act of  discharging the waste  at the  L&amp;RR

Site.   Additionally, Warwick contends  that the  court erred  in

finding the relevant discharge to be the disposal of waste at the

landfill instead of the subsequent escape of  pollutants from the

landfill  into  the  surrounding  environment.   We  reject  both

arguments.

          A.  Arranging for discharge versus making the discharge
                                                                 

          Warwick maintains that the pollution exclusion does not

apply when  the discharges are made  by a third party,  such as a

waste hauler  like ACME.   Rather,  Warwick argues,  the relevant

discharge must be one by the  insured itself.  Because ACME,  and

not  Warwick,  discharged  this   waste  in  this  case,  Warwick

concludes that no discharge has  occurred that would trigger  the

pollution exclusion  to begin with.  This argument has previously

been  rejected by a number of courts.   See Aardvark, 942 F.2d at
                                                    

194; United States Fidelity  &amp; Guar. Co. v. George  W. Whitesides
                                                                 

                               -15-

Co.,  932 F.2d 1169, 1170-71  (6th Cir. 1991);  Polaroid Corp. v.
                                                              

Travelers Indem.  Co., 610 N.E.2d  912, 916 (Mass.  1993); Powers
                                                                 

Chemco, Inc. v.  Federal Ins.  Co., 548 N.E.2d  1301, 1302  (N.Y.
                                  

1989); Borg-Warner, 577 N.Y.S.2d at 958; see also A. Johnson, 933
                                                            

F.2d at 72 n.9 (noting that  the pollution exclusion "does not by

its  terms take  account  of an  insured's  status as  a  passive

polluter").

          While it is true that the  act of arranging for a third

party to haul away  one's waste is not in and  of itself any kind

of discharge upon land,  that fact is irrelevant to  the question

of whether  the discharge from  which the pollution  damage arose

was  expected or intended.  The plain and unambiguous language of

the pollution exclusion concerns  "property damage arising out of

the discharge," not "its discharge" or "the insured's discharge."
                                                     

We  thus see nothing in the policy to indicate that the exclusion

is  limited to discharges by  the insured.   See, e.g., Park-Ohio
                                                                 

Indus., Inc. v. Home Indemnity Co., 975 F.2d 1215, 1222 (6th Cir.
                                  

1992); Aardvark,  942 F.2d at  194; Borg-Warner, 577  N.Y.S.2d at
                                               

958.

          Contrary  to   Warwick's   assertions,  there   is   no

meaningful distinction  in this case between  arranging for waste

to be hauled off for disposal and actually disposing of the waste

in a landfill.  For purposes of the exclusion, neither action was

unexpected or unintended by  Warwick.3  Although Warwick did  not

                    

3   There  is  strong disagreement  among  the parties  and,  not
surprisingly, among  the courts,  over the issue  of whether  the
discharge must  be unintended and unexpected  from the standpoint

                               -16-

know  the particular site where its waste would be disposed, and,

indeed, the record does not  reveal whether Warwick actually knew

that  its waste would  be deposited in  a landfill  to begin with

(presumably, Warwick  intended and expected that  its wastes were

being  "taken care of"  without knowing  any specific  details of

their disposal),4  we think  this case provides  every indication

that the disposal of waste in the L&amp;RR landfill was,  at the very

least, not unexpected or unintended.
                                   

          The relevant inquiry is not confined to whether Warwick

actually  knew  or  planned   that  the  discharge  would  occur.

Instead, the relevant  inquiry, according to the  language of the

exception to the pollution exclusion -- "this exclusion  does not

                    

of the insured or from the  standpoint of some other party who is
more closely connected to the actual discharge of  the waste.  As
this  issue does  not affect  our holding,  we proceed  under the
assumption  that  the  relevant point  of  view  is  that of  the
insured, Warwick.   We do not decide, however, whether this is in
fact the proper construction of the contract.

4   In  a  September  14, 1988,  letter  to  the  EPA,  Warwick's
President  stated: "It was believed by the writer that the liquid
waste  was to be carried to a waster-water [sic] sewage treatment
facility since the waste was acceptable to the West Warwick Sewer
System."   The language of this statement  indicates that Warwick
never bothered to find out,  or even to inquire about, where  its
waste was going.  It does not indicate that Warwick was told that
ACME would bring its waste to a sewage treatment facility or that
disposing of  its  waste  in  a landfill  was  against  Warwick's
intentions.  Moreover, this  statement indicates that Warwick did
not intend for its waste to be  handled in any particular fashion
beyond  merely dumping it down the  sewer.  Notations on the L&amp;RR
manifests, recording  ACME's disposal  of Warwick's waste  at the
landfill, state that, "this product normally goes to [the] sewer.
This  is the  sludge that  collects on  the bottom  [of Warwick's
waste  pit]."   The disposal  of the  waste into  a landfill  was
consistent  with  Warwick's normal  treatment of  the waste  -- a
general disposal  into the normal sanitation  infrastructure.  In
light  of this fact, ACME's discharge of Warwick's waste into the
landfill could not be viewed as unexpected or unintended.

                               -17-

apply if such  discharge . .  . is sudden  and accidental" --  is

whether  the discharge  is "accidental,"  meaning "unexpected  or

unintended."   Coverage  is  only afforded  if  the discharge  is

neither  expected  nor intended.    "The  courts are  practically

agreed that the words 'accident' and 'accidental' mean that which

happens by  chance or fortuitously, without  intention or design,

and which is unexpected, unusual and unforeseen."  Aetna Casualty
                                                                 

&amp; Surety  Co. v. General Dynamics  Corp., 968 F.2d 707,  710 (8th
                                        

Cir. 1992)  (quoting St. Paul Fire &amp;  Marine Ins. Co. v. Northern
                                                                 

Grain Co., 365 F.2d 361, 364 (8th Cir. 1966)).
         

          We  think it  would strain  common sense  to find  that

ACME's  disposal of Warwick's waste in  a landfill was unexpected

or unintended by Warwick.   A landfill is a  sufficiently common,

if not  likely, destination for the disposal of waste.  We see no

error  in  presuming that  a party  arranging  to have  its waste

disposed  of by a licensed  hauler would not  find it fortuitous,

unforeseen, unusual, or  otherwise contrary  to its  expectations

that its waste was disposed of at a landfill.  This is not a case

where ACME did something  surprising or out of the  ordinary with

the waste after  collecting it from  Warwick.  ACME did  not dump

the waste  in a river or  at an illegal dumping  ground.  Despite

the affidavit from an  ACME driver stating that waste  was poured

directly onto the ground, the EPA and private party suits against

Warwick  allege no  wrongdoing or  improper dumping at  the Site.

The  essence of the  EPA's letter and order  is that the property

damage  at the  Site arose  as a  result of  hazardous substances

                               -18-

being  placed  in  the  landfill  to  begin  with;  there  is  no

intermediate  event of  discharge that  Warwick can  point to  as

being unexpected or unintended from its standpoint.

          B.  The Relevant Discharge at the L&amp;RR Landfill
                                                         

          Warwick argues that even if the disposal  of its wastes

at the  L&amp;RR Site was  intended and  expected, this  was not  the

relevant discharge under the pollution exclusion clause.  Warwick

claims  that after  the disposal  of  its waste,  some subsequent

unexpected and unintended release  of hazardous substances at the

Site occurred which led to the damage in this case.  The issue of

whether  the   proper   object  of   Warwick's   intentions   and

expectations  is the disposal of  waste materials at  the Site or

some other discharge  of pollutants is  resolved by reference  to

the contract.  The  language of the pollution exclusion  is clear

that  coverage does not exist for "property damage arising out of

the discharge" of  waste materials or  other pollutants "into  or
             

upon  land"  unless  "such   discharge  .  .  .  is   sudden  and
                                      

accidental."   Clearly, the  occurrence that  must be  sudden and

accidental -- or, for  our purposes, unintentional and unexpected

-- is the discharge of pollutants "into or upon land"  from which

the property damage arose.

          It is  well established  that whether the  damages were
                                                            

intended  or  expected  is irrelevant;  the  pollution  exclusion

plainly refers  to the  discharge and  not  to the  environmental

damages themselves.  A. Johnson, 933 F.2d at  72 (1st Cir. 1991);
                               

Patz  v. St. Paul  Fire &amp; Marine  Ins. Co., No.  93-2135, 1994 WL
                                          

                               -19-

27280 (7th Cir. Feb.  2, 1994); Anaconda Minerals Co.  v. Stoller
                                                                 

Chemical  Co., 990  F.2d  1175, 1179  (10th  Cir. 1993);  Liberty
                                                                 

Mutual  Ins. Co.  v.  Triangle Industries,  Inc., 957  F.2d 1153,
                                                

1157-58 (4th Cir.), cert. denied, 113 S. Ct. 78 (1992); Broderick
                                                                 

Investment Co. v. Hartford  Accident &amp; Indem. Co., 954  F.2d 601,
                                                 

606-07  (10th Cir.),  cert. denied,  113 S.  Ct. 189  (1992); New
                                                                 

Castle, 933 F.2d at 1169, 1199-1202 &amp; n.68; Morton Int'l, Inc. v.
                                                              

General  Accident Ins.  Co., 629  A.2d  831, 847-48  (N.J. 1993);
                           

Lumbermens Mutual  Casualty Co.  v. Belleville  Industries, Inc.,
                                                                

555 N.E.2d 568, 571 (Mass. 1990); Technicon Electronics Corp.  v.
                                                             

American  Home  Assurance Co.,  542  N.E.2d  1048, 1050-51  (N.Y.
                             

1989).5  On the  facts before us,  the relevant discharge is  the

disposal  of  the   waste  into  the  landfill,  not  some  other

unspecified occurrence.

          The  EPA  and  the  private  complainants  allege  that

Warwick is liable  for cleanup  and other response  costs at  the

L&amp;RR Site because Warwick  arranged for the disposal of  waste at

the Site.  In essence, the EPA's order, as well as the subsequent

                    

5  For the same reason, it is not relevant whether or not Warwick
actually  knew  that  its  waste  materials  contained  hazardous
substances.  Independent Petrochemical  Corp. v. Aetna Casualty &amp;
                                                                 
Surety Co., 781 F. Supp. 9,  16-17 (D.D.C. 1991), aff'd, 995 F.2d
                                                       
305  (D.C.  Cir.  1993), same  finding  on  this  issue in  later
                                                                 
proceeding,  842 F.  Supp.  575, 584-85  (D.D.C. 1994);  Anaconda
                                                                 
Minerals Co. v.  Stoller Chemical  Co., 773 F.  Supp. 1498,  1506
                                      
(D.Utah  1991), aff'd,  990  F.2d 1175  (10th  Cir. 1993).    The
                     
exclusion  bars  coverage  so long  as  the  discharge  of "waste
materials"  was expected and intended and as long as the property
damage is "arising out of" this discharge.  On this latter point,
the EPA's claim that Warwick's waste contained acids and volatile
organic compounds  which contributed to the  contamination of the
Site was sufficient to trigger the pollution exclusion.

                               -20-

lawsuit based upon the EPA's actions, state that waste containing

hazardous  substances was placed in  the L&amp;RR landfill  and, as a

result, the environment surrounding the landfill was contaminated

and  faced the  risk of  continued contamination  unless remedial

measures were  taken to shore up  the landfill.  No  cause of the

contamination, other than the fact that hazardous substances were

placed  in the  landfill, is  mentioned in  the  order or  in the

complaint.

          According  to these  facts,  the  "property damage"  at

issue is the contamination of the environment at the L&amp;RR Site as

well as  the condition  of the  landfill itself,  which threatens

future  contamination.  As a result,  the relevant discharge from

which  the  damage   arose  is  clearly  the  disposal  of  waste

containing hazardous substances into the  landfill.  There is  no

intermediate discharge  onto the land  causing the damage  to the

environment.   This is not a case involving ruptured or exploding

tanks,  leaking drums, or even  some sort of  improper dumping of

waste  after  its  arrival at  the  Site.    Although the  record

contains  an affidavit from one of ACME's drivers stating that he

dumped  waste directly  onto the  ground, the  EPA and  the other

claimants make no allegation that any improper disposal of wastes

occurred  at the  L&amp;RR Site  that might  have been  unexpected or

unintended.   In  sum,  because  there  is  no  evidence  of  any

intervening  discharge  between  the  disposal of  waste  on  the

landfill  and the  actual  damage that  eventually resulted,  the

initial  disposal of waste at the Site was the relevant discharge

                               -21-

which must be sudden  and accidental for coverage to  exist under

the exception to the pollution  exclusion.  See, e.g., Broderick,
                                                                

954 F.2d at  607; Hartford,  962 F.2d at  1490-92; Aardvark,  942
                                                           

F.2d  at 194-96; A. Johnson, 933 F.2d at 72; Triangle Indus., 957
                                                            

F.2d at 1157-58;  Oklahoma Pub. Co. v. Kansas City  Fire &amp; Marine
                                                                 

Ins. Co., 805  F. Supp.  905, 910 (W.D.Okla.  1992); G.  Heileman
                                                                 

Brewing Co. v. Royal Group, Inc., 779 F. Supp. 736, 740 (S.D.N.Y.
                                

1991), aff'd, 969 F.2d 1042 (2d  Cir. 1992); Hybud, 597 N.E.2d at
                                                  

1103; Liberty Mutual Ins.  Co. v. SCA Services, Inc.,  588 N.E.2d
                                                    

1346, 1350-51 (Mass. 1992);  Borg-Warner, 577 N.Y.S.2d at 957-58;
                                        

Mays, 799 P.2d at 657.
    

          Warwick argues that the damage in this case  arose from

the release of  pollutants from the landfill into the surrounding

environment  --  a  discharge   that  was  neither  expected  nor

intended.   To  put it  another way,  the relevant  discharge for

purposes of the pollution  exclusion was the escape  of hazardous

substances  from a state of containment at the L&amp;RR landfill into

or upon the land outside  the confines of the landfill.   Warwick

highlights  the EPA  statement  that "the  landfill continues  to

release Hazardous  Substances to the  environment."  At  the very

least, Warwick  asserts, the language of  the pollution exclusion

is ambiguous as  to the  meaning of "discharge"  in this  context

where  several possible releases exist.   See, e.g.,  Patz v. St.
                                                                 

Paul Fire &amp; Marine Ins. Co.,  No. 93-2135, 1994 WL 27280, at *3-5
                           

(7th  Cir.  Feb. 2,  1994); F.L.  Aerospace  v. Aetna  Casualty &amp;
                                                                 

Surety Co., 897 F.2d 214, 220 (6th Cir. 1990); Nestle Foods Corp.
                                                                 

                               -22-

v. Aetna Casualty &amp; Surety Co., 842 F. Supp. 125, 131-32  (D.N.J.
                              

1993);  Pepper's Steel &amp; Alloys, Inc. v. United States Fidelity &amp;
                                                                 

Guar.  Co., 668 F. Supp.  1541, 1549 (S.D.Fla.  1987); Queen City
                                                                 

Farms,  Inc. v. Central Nat'l Ins. Co., 827 P.2d 1024 (Wash. App.
                                      

1 Div. 1992);  United States  Fidelity &amp; Guar.  Co. v.  Specialty
                                                                 

Coatings Co., 535 N.E.2d 1071, 1075-77 (Ill. App. 1 Dist. 1989).
            

          We reject  Warwick's argument  as merely an  attempt to

recast the  damages in  this case  as a  separate discharge.   As

previously  noted, the contract is clear that what must be sudden

and accidental is  the discharge and  not the resulting  damages.

The damage in this  case is the contamination of  the environment

by hazardous  substances  disposed  of  in the  landfill.    This

environmental  damage  is essentially  coterminous  with the  so-

called "release" of hazardous substances from the landfill to the

environment.   To  describe  such releases  as  a separate  event

constituting   an  independent  discharge  would  eviscerate  the

important   distinction   established  between   intentional  and

expected damages  and intentional  and expected discharges.   See
                                                                 

Broderick, 954 F.2d  at 607  ("[The insured] tries  to shift  the
         

focus to the  second discharge  and attempts to  graft an  intent

requirement related  to damages onto the  unambiguous language of
                               

the policy's  exclusion clause.   However, whether  [the insured]

intended the  waste  to seep  into groundwater  and cause  damage

after  the initial  discharges into  the land is  not relevant.")

(emphasis  in original).   Thus,  the fact  that Warwick  did not

intend or expect  the environmental  damage at the  L&amp;RR Site  is

                               -23-

irrelevant.  What matters is whether the initial discharge  "into

or upon land"  that led  to the damage  is expected or  intended;

"only  the  initial  release  is  relevant  to  the  'sudden  and

accidental' inquiry."   A. Johnson,  933 F.2d at  72 &amp; n.9;  see,
                                                                

e.g., Hartford, 962 F.2d at 1491;  Oklahoma Pub., 805 F. Supp. at
                                                

910; Heileman, 779 F. Supp. at 740.
             

          Warwick and its amici insist that  the landfill is some

type of container, like  a storage tank, which did  not discharge

its  contents   into  the  environment  until   some  unforeseen,

unexpected  releasing  event occurred.    Nothing  in the  record

supports this contention that the L&amp;RR landfill was a containment

vessel such  that  discharges  into  it would  not  constitute  a

discharge  "into  or upon  land."   The  EPA did  state  that the

landfill  "releases" hazardous  substances "to  the environment,"

but this  simply describes the property damage resulting from the

discharge of waste into the landfill.  There is no indication the

EPA considered the landfill to be a containment vessel from which

hazardous substances escaped.  To the contrary, the object of the

EPA's concern  in its 87  page order  is the fact  that hazardous

substances  were placed in the  L&amp;RR landfill to  begin with, not

the failure of the landfill to  contain wastes or the failure  of

some party to properly operate and maintain the landfill.

          We are  not  presented with  a situation  like the  one

recently  discussed by  Judge Posner  in Patz, where  the insured
                                             

intended its disposal pit to serve as a containment vessel due to

its clay bottom.  Patz, No. 93-2135,  1994 WL 27280, at *3-5.  In
                      

                               -24-

that case, Judge  Posner found  cause to believe  there may  have

been a separate unexpected  discharge of pollutants subsequent to

the placement  of waste into  the pit.   The waste in  this case,

however, was  removed from  its containers on  Warwick's premises

and placed into the landfill --  literally onto the land -- where

it later caused contamination.   We presume all parties  involved

expected  this  to  be an  acceptable  practice,  but  we see  no

evidence  that the  landfill  itself was  expected  to act  as  a

containment  vessel.    See  Broderick,   954  F.2d  at  607  n.5
                                      

(rejecting contention that "containment ponds" that may have been

lined  with cement  could  serve as  a  container preventing  the

discharge of waste into them from being a discharge "into or upon

land"  such  that  the  pollution  exclusion  applied  only  when

substances  were subsequently  released from  the ponds  into the

surrounding   environment).     We  therefore   reject  Warwick's

contention  that  there  exists some  unexpected  and  unintended

discharge of its wastes triggering the exception to the pollution

exclusion.   Instead,  we agree  with the  district court  to the

extent  it  found  the  pollution  exclusion  applicable  because

Warwick's discharge of  waste was expected and  intended and thus

not "accidental."

          IV.  REGULATORY ESTOPPEL ARGUMENT ESTOPPED

          Warwick  argues that  St.  Paul should  be estopped  or

barred from applying the pollution exclusion to the facts of this

case because of alleged representations that were made by various

parties to  state insurance  regulatory authorities.   See Morton
                                                                 

                               -25-

Int'l,  Inc. v. General Accident  Ins. Co., 629  A.2d 831, 870-76
                                          

(N.J.  1993).  This argument  was never made  before the district

court.  "It has long been the rule of this circuit that arguments

not  made initially  to the  district court  cannot be  raised on

appeal."   Kale v. Combined Ins. Co., 861 F.2d 746, 755 (1st Cir.
                                    

1988);  see, e.g., Vanhaaren v.  State Farm Mut.  Auto. Ins. Co.,
                                                                

989 F.2d 1, 4-5 (1st Cir. 1993).

          Warwick claims  that it raised the  estoppel issue when

it argued:

            In short, the insurance industry was able
            to  obtain  approval  of   the  pollution
            exclusion clause by labelling it merely a
            "clarification"  that  would  not  change
            coverage  for  pollution  claims.    This
            Court    should    treat    the    clause
            accordingly.

This  statement  hardly  raises  the issue  of  estoppel  for the

district court's consideration.   Warwick's statement was made in

conjunction  with Warwick's  submission to  the court  of various

materials  relating  to  representations  made before  the  state

insurance  regulatory board.    The submissions  and motions  all

related to the argument that the insurance contract was ambiguous

and should  be interpreted  in  favor of  Warwick.   No claim  of

estoppel  was made  at  the time.    Consequently, the  issue  is

waived.

          We  find no "egregious  circumstances" or "miscarriages

of  justice" that would allow  us to transgress  our rule against

raising  issues for the first time on  appeal.  Kale, 861 F.2d at
                                                    

755.     Furthermore,  this   case  presents  no   other  special

                               -26-

circumstances,  such  as  an  issue  which  "the  district  court

expressly  and   unequivocally  addressed"  or  an   "an  ongoing

injunction, constraining part  of a  governmental program,"  that

might otherwise  give  us  the authority  to  decide  the  issue.

Trailer Marine Transport Corp.  v. Rivera V zquez, 977 F.2d  1, 6
                                                 

(1st Cir. 1992).

          V.  MOTIONS DELAYED AND MOTIONS DENIED

          Apparently unsatisfied with the argumentation presented

in their  briefs and in the briefs  of various amici, the parties
                                                    

in this case  have filed a huge  batch of additional  motions and

materials  in  this case.   As  a  consequence, we  received more

paperwork  after  the case  was briefed  and  argued than  we did

before argument.  Because  the majority of this deluge  is either

superfluous, moot, or flaunts even  a liberal application of  our

rules concerning  page limits and  the proper subject  matter for

motions and other filings, we deny most of the motions and strike

many of the other filings.

          For the  record, we  deny the motion  for certification

and  grant St.  Paul's  motion to  strike Warwick's  supplemental

brief  in support of certification.  St. Paul's motions to strike

extrinsic materials  or alternatively expand the  record are moot

as  we  found no  cause  to  consider  the  extrinsic  materials.

Warwick's motion  to  strike St.  Paul's effusive  filing on  the

Nestle case is granted.  We deny St. Paul leave to file responses
      

and replies to various  reply briefs and to  Warwick's opposition

to  St. Paul's  motion  to strike  extrinsic  evidence.   In  the

                               -27-

alternative,  we  grant Warwick's  motion  to  strike St.  Paul's

responses and replies.  Lest we neglect the amici, we deny amicus
                                                                 

Textron's motion to file  a reply to several other  amicus briefs

and  we find  that  St.  Paul's  motion  to  strike  material  in

Textron's brief  is  moot.   Finally, we  deny Mid-America  Legal

Foundation  permission  to  file an  amicus  brief  and  we grant

Warwick's motion to strike Aetna's amicus brief.

          We  affirm  the  district   court's  order  of  summary
                                                                 

judgment and dispose of all other motions as described above.
                                                            

                               -28-
