                          UNPUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


RESORTS OF PINEHURST,                   
INCORPORATED, a North Carolina
corporation,
                  Plaintiff-Appellee,
                 v.
PINEHURST NATIONAL DEVELOPMENT
CORPORATION, a North Carolina
corporation; PINEHURST NATIONAL
CORPORATION, a North Carolina
corporation; PINEHURST NATIONAL
GOLF CLUB, INCORPORATED, a North                  No. 00-1004
Carolina corporation,
              Defendants-Appellants,
                and
PINEHURST PLANTATION,
INCORPORATED, a North Carolina
corporation; U. S. GOLF PINEHURST
PLANTATION LIMITED, a Florida
limited partnership,
                        Defendants.
                                        
            Appeal from the United States District Court
     for the Middle District of North Carolina, at Rockingham.
                William L. Osteen, District Judge.
                           (CA-94-265-3)

                      Argued: September 27, 2000

                      Decided: October 30, 2000

  Before WIDENER, WILKINS, and MICHAEL, Circuit Judges.
2        RESORTS OF PINEHURST v. PINEHURST NAT’L DEV. CORP.

Affirmed by unpublished per curiam opinion.


                              COUNSEL

ARGUED: Rodrick John Enns, William Merrill Bryner, KIL-
PATRICK STOCKTON, L.L.P., Winston-Salem, North Carolina, for
Appellants. James Donald Cowan, Jr., SMITH, HELMS, MULLISS
& MOORE, L.L.P., Greensboro, North Carolina, for Appellee. ON
BRIEF: Lisa Frye Garrison, SMITH, HELMS, MULLISS &
MOORE, L.L.P., Greensboro, North Carolina; Stephen M. Trattner,
TRATTNER & ASSOCIATES, Washington, D.C., for Appellee.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                              OPINION

PER CURIAM:

   Pinehurst National Development Corporation, Pinehurst National
Corporation, and Pinehurst National Golf Club, Incorporated (collec-
tively, "National") appeal actions of the district court modifying a pre-
viously entered injunction, imposing sanctions, and awarding
attorneys’ fees to Resorts of Pinehurst, Incorporated (Resorts). We
affirm.

                                   I.

   Resorts operates a golf resort in Pinehurst, North Carolina. Among
Resorts’ courses is the famous "Pinehurst No. 2," on which the U.S.
Open golf tournament was played in 1999. Resorts owns a federally
registered service mark for PINEHURST with respect to golfing and
related services. In 1987, National began development of a golf
course and residential community it named "Pinehurst National."
         RESORTS OF PINEHURST v. PINEHURST NAT’L DEV. CORP.           3

   In 1994, Resorts brought an action alleging, inter alia, that Nation-
al’s use of "Pinehurst" in its name infringed Resorts’ trademark. On
summary judgment the district court agreed, but declined to enter
injunctive relief. On interlocutory appeal, this court affirmed the
determination of trademark infringement and ordered immediate
injunctive relief. See Resorts of Pinehurst, Inc. v. Pinehurst Nat’l
Corp., 148 F.3d 417, 421-23 (4th Cir. 1998). Thereafter, the district
court entered a preliminary injunction and set the remaining claims
for trial. Before trial, however, the parties entered a consent decree,
thereby settling the case. As part of the consent decree, National
agreed to be permanently bound by the preliminary injunction entered
by the district court. As is particularly relevant to this appeal, the
injunction prohibited National from using "Pinehurst" except in a
geographic sense, and set forth three specific phrases that could be
employed by National.

   Following entry of the consent decree, National changed its name,
amended signage on its property, and made other conforming
changes. However, National also committed numerous violations of
the injunction. Based upon these violations, Resorts moved for an
order holding National in contempt and awarding sanctions. Resorts
also moved for modification of the injunction. At a hearing on the
motions, Ernest Davis, National’s CEO, admitted to the violations,
claiming that he had simply failed to pay adequate attention to the
requirements of the injunction. The district court found National in
contempt, ruling that there was "clear and convincing evidence" of
National’s "studied indifference" to its obligations under the injunc-
tion. J.A. 1110. The court imposed a sanction of $55,000 and subse-
quently awarded attorneys’ fees of $51,000 to Resorts based upon a
finding that National’s actions were willful. The court also modified
the injunction, limiting National’s use of "Pinehurst" to its mailing
address, and then only in a form prescribed by the court.

                                  II.

   National now appeals, contending that the district court abused its
discretion in modifying the injunction and that the court erred in
imposing a sanction and awarding attorneys’ fees. After careful con-
sideration of the briefs and the applicable law, and having had the
4       RESORTS OF PINEHURST v. PINEHURST NAT’L DEV. CORP.

benefit of oral argument, we conclude that the district court correctly
resolved the issues before it. Accordingly, we affirm.

                                                          AFFIRMED
