              IN THE UNITED STATES COURT OF APPEALS

                      FOR THE FIFTH CIRCUIT



                              No. 92-4968


BREAUX BROTHERS FARMS, INC.,
                                              Plaintiff-Appellee,

TECHE PLANTING CO., INC. and
FRANCIS PAT ACCARDO,
                                              Plaintiffs-Appellees,
                                              Cross-Appellants,

                                versus

TECHE SUGAR CO., INC.,
SOUTH COAST SUGARS, INC.,
                                        Defendants-Appellants,
                                        Cross-Appellees.
*****************************************************************

TECHE PLANTING CO., INC.,
FRANCIS PAT ACCARDO,
                                              Plaintiffs-Appellees,
                                              Cross-Appellants,

                                versus

TECHE SUGAR CO., INC.,
SOUTH COAST SUGARS, INC.,
                                              Defendants-Appellants,
                                              Cross-Appellees.




          Appeal from the United States District Court
              for the Western District of Louisiana
                         (6:90-CV-2536)


                            (June 10, 1994)

Before WISDOM, HIGGINBOTHAM, and JONES, Circuit Judges.

                    ON PETITION FOR REHEARING
PER CURIAM:*

     Breaux Brothers Farms, Teche Planting, and Francis Pat Accardo

sought relief from an alleged tying arrangement instituted by Teche

Sugar    and    South     Coast    Sugars.           Breaux    Brothers          entered   the

arrangement, and Teche Planting and Accardo refused to do so.                                We

found the       tying     arrangement,         if    one   existed,        not    to   violate

antitrust law.          We deny rehearing for the reasons stated in our

opinion.1

     Teche Planting and Accardo also seek augmentation of the

amounts awarded to them by the district court for work performed

before negotiations over renting the land failed.                                The district

court    found      ambiguous      the    agreement        that     Teche        Sugar   would

compensate      Teche      Planting      and    Accardo       for    the    expenses       they

incurred    during        lease    negotiations.           The      court    appropriately

appealed       to   the    Civil    Code       for    guidance       in     resolving       the

ambiguity.2         The court compared the agreement to one between an

owner of land and a lessee who improves the land, the legal

relationship which most closely resembled Teche Sugar's arrangement

with Teche Planting and Accardo.3                    To determine the value of the

     *
      Local Rule 47.5 provides: "The publication of opinions
that have no precedential value and merely decide particular
cases on the basis of well-settled principles of law imposes
needless expense on the public and burdens on the legal
profession." Pursuant to that Rule, the Court has determined
that this opinion should not be published.
     1
        Breaux Brothers Farms v. Teche Sugar Co., No. 92-4968
(May 4, 1994).
     2
         See La. Civ. Code art. 2054.
     3
         See La. Civ. Code Art. 2726.

                                               2
expenses   allowed     according   to    this   approach,   the   court

appropriately did not include overhead expenses and profit.4

     Teche Planting     and Accardo claim that the district court

mistook Teche Sugar for the owner of land when in fact Teche Sugar

merely let the land.    The court did not, however, make this error.

The court merely employed the relationship between land owner as

lessor and farmer as lessee as an instructive analogy.        The court

acted appropriately in doing so.

     Teche Planting and Accardo also request reimbursement for

costs that the court disallowed.       The court estimated the work and

material that Teche Planting and Accardo provided in anticipation

of the lease and from which they would not benefit.         The repairs

improved the equipment that Teche Planting and Accardo took with

them when they left the farmland.       Moreover, the district court's

disallowance of the cost of renting equipment finds adequate

support in the possibility that the farmers would have possessed

the equipment regardless of the expectation of a lease.

     We find the legal basis of the court's award sound, and

conclude that the court did not make any clearly erroneous factual

findings in refusing to require Teche Sugar to reimburse Teche

Planting and Accardo for repair work from which they would later

benefit or by disallowing rental expenses.          The district court

award stands in regard to the amount owed Teche Planting and

Accardo.

     Petition for panel rehearing is denied.

     4
         Cross-appellants acknowledge as much.

                                   3
