                                _____________

                                No. 96-1939MN
                                No. 96-2449MN
                                _____________

St. Paul Fire and Marine             *
Insurance Company; North Star        *
Transport, Inc., a Minnesota         *
corporation,                         *
                                     *
            Plaintiffs-Appellees,    *   Appeals from the United States
                                     *   District Court for the District
      v.                             *   of Minnesota.
                                     *
Acceptance Insurance Company,        *         [UNPUBLISHED]
a Nebraska corporation;              *
                                     *
            Defendant-Appellant,     *
                                     *
John Clear,                          *
                                     *
            Defendant.               *
                               _____________

                       Submitted:   February 14, 1997

                         Filed: February 21, 1997
                               _____________

Before McMILLIAN, JOHN R. GIBSON, and FAGG, Circuit Judges.
                              _____________


PER CURIAM.


      Acceptance   Insurance   Company   (Acceptance)   appeals   from   adverse
decisions in this diversity-based insurance coverage dispute.       Acceptance
contends the district court lacked jurisdiction to grant declaratory
relief.   Acceptance also contends the district court improperly submitted
the   fact-based coverage issue to a jury and erroneously ruled that
Acceptance's policy provided primary coverage.    Finally, Acceptance attacks
the award of attorney's fees and expenses and the reasonableness of the
award.    Having considered the record and the parties' briefs, we find no
error by the district court.   We also conclude that an extended discussion
of the state law issues will serve no useful purpose.   We affirm.   See 8th
Cir. R. 47B.


     A true copy.


           Attest:


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




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