                    United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT

                                   ___________

                                   No. 96-2526
                                   ___________

Great West Casualty Company;        *
International Business &            *
Mercantile Reassurance Company,     *
                                    *
      Plaintiffs - Appellants,      * Appeal from the United States
                                    * District Court for the
      v.                            * District of South Dakota.
                                    *
Travelers Indemnity Company,        *       [UNPUBLISHED]
                                    *
      Defendant - Appellee.         *
                               ___________

                      Submitted:   February 12, 1997

                          Filed:   April 4, 1997
                                   ___________

Before MAGILL, BEAM, and LOKEN, Circuit Judges.
                               ___________


PER CURIAM.

        First American Systems, Inc. (“FAS”), an independent insurance agency
doing business in South Dakota, served as general agent for the parties to
this action, plaintiffs Great West Casualty Company and its affiliate
(collectively “Great West”), and defendant Travelers Indemnity Company
(“Travelers”).    Travelers was also FAS’s major secured creditor.   FAS went
into bankruptcy owing both Great West and Travelers substantial unremitted
insurance premiums.     Great West sued Travelers, alleging that Travelers’
actions as FAS’s dominant secured creditor caused Great West’s losses in
the FAS bankruptcy, making Travelers liable to Great West for conversion,
tortious interference with contract, negligence, and breach of fiduciary
duty.
       Applying    South Dakota law, the district court1 granted summary
judgment in favor of Travelers, concluding (i) that Travelers did              not have
the degree of actual, total control over FAS needed to make Travelers
liable for the debts of FAS; (ii) that Travelers is not liable in
conversion because it did not exercise dominion and control over FAS’s
disbursement of insurance premiums to insurers such as Great West; (iii)
that Travelers’ actions as secured creditor did not tortiously interfere
with FAS’s disbursement of insurance premiums to Great West; and (iv) that
Great West’s negligence and fiduciary duty claims fail for lack of evidence
that Travelers breached such duties.


       On appeal, Great West argues that the district court erred in its
application      and   interpretation   of   the   South   Dakota   law   of   tortious
interference and conversion, and that a genuine issue of material fact
exists as to whether Travelers exercised actual control over the failing
FAS.       Having carefully considered the record and reviewed the grant of
summary judgment de novo, we conclude that the district court correctly
applied South Dakota law to the facts of this case viewed in the light most
favorable to Great West.       Accordingly, we affirm for the reasons stated in
the    court’s Memorandum Opinion and Order dated May 9, 1996.            See 8th Cir.
Rule 47B.


       A true copy.


               Attest:


                       CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




       1
     The HONORABLE RICHARD H. BATTEY, Chief Judge of the United
States District Court for the District of South Dakota.

                                         -2-
