                    UNITED STATES COURT OF APPEALS
                         For the Fifth Circuit

                     ___________________________

                             No. 95-20584
                     ___________________________


                     NATIONAL STEEL CORPORATION,

                                               Plaintiff-Appellant,

                                VERSUS


                    SCURLOCK PERMIAN CORPORATION,

                                                   Defendant-Appellee.

         ___________________________________________________

             Appeal from the United States District Court
                  For the Southern District of Texas
                             (CA-H-93-182)
         ____________________________________________________

                           July 2, 1996
Before GARWOOD, DAVIS, and DeMOSS, Circuit Judges.

DAVIS, Circuit Judge:*

     National Steel Corporation (National) sued Scurlock Permian

Corporation seeking to recover lost Department of Energy (DOE)

refunds because defendant's predecessor-in-interest (Permian) had

negligently waived National's rights to those refunds.1       After a

three-day bench trial, the district court issued a take-nothing

judgement against National.    We affirm.



     *
      Pursuant to Local Rule 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in Local Rule 47.5.4.
         1
           National also alleged breach of fiduciary duty, but
abandoned this argument on appeal. This argument, therefore, is
not before us.
                                 I.

     This case arises from the interplay between two restitution

programs instituted by the DOE to distribute sums collected from

oil producers which had overcharged users in violation of DOE

regulations.   The DOE established the first program, known as the

Subpart V program, in 1979.    See 10 C.F.R. Part 205, Subpart V.

Under this program, the DOE was to place in escrow sums it

collected in enforcement actions.     Petroleum end-users injured by

producer overcharges could then seek restitution by filing claims

against the fund.    The second program, the Surface Transporters

Stripper Well Escrow Fund (Stripper Fund), was one of several

escrows created pursuant to the settlement of In re Department of

Energy Stripper Well Exemption Litigation, a massive interpleader

action.   See In re Dep’t of Energy Stripper Well Exemption Litig.,

653 F. Supp. 108 (D. Kan 1986).       The Stripper Well settlement

resolved claims for several types of refunds, including refunds

under the Subpart V program.   A successful Stripper Fund claimant,

therefore, was required to withdraw “all covered claims for funds

based upon Alleged Crude Oil Violations” including Subpart V

claims.

     On September 12, 1986, Permian executed a Stripper Fund claim

form which included a waiver and release. Permian agreed to forego

“all [its] existing and future claims” under various federal

restitution programs, including Subpart V. This form also provided

that it was “binding upon the Grantor [Permian], its parents,

subsidiaries, affiliates, successors and assigns.”    It defined its

                                 2
terms as having the same meaning as those used in the settlement

agreement. And it provided that execution of the claim form was the

equivalent of signing the Stripper Well settlement.       Based on this

language and on the documents they received in the DOE’s Stripper

Well Information Packet, Permian officials understood that the

company was waiving its own claims to the listed restitution

programs, including Subpart V funds, and that Permian’s “parents,

subsidiaries, affiliates, successors and assigns” were bound by

Permian’s release of Permian’s own claims.         The DOE, a federal

district court, and the Temporary Emergency Court of Appeals have

since construed the Stripper Fund claim form very differently. The

current interpretation is that the Grantor waives not only its

claims for Subpart V refunds but also the claims of its related

entities, including “affiliates,” even when the affiliates’ claims

relate to completely separate purchases of overpriced fuel.         E.g.,

Mid-America Dairyman, Inc. v. Herrington, 878 F.2d 1448 (Temp.

Emer. Crt. App. 1988).      In 1986, both the appellant, National

Steel, and Permian were subsidiaries of the same corporation,

National   Intergroup,   Inc.   National   Steel    and   Permian   were

therefore "affiliates" as that term is defined in the Stripper Well

settlement agreement.

     Four and a half years after Permian had executed the Stripper

Fund claim form, the DOE denied Subpart V claims filed by National

Steel.     The DOE explained that National Steel no longer was

entitled to Subpart V refunds because the claim form Permian had

executed wiped out the Subpart V rights of Permian's affiliates,

                                 3
including rights belonging to National Steel.

     National Steel responded by filing suit against Scurlock

Permian Corporation to recover for the Subpart V refunds National

had lost.     National Steel alleged that Permian had negligently

relinquished National Steel's claims by signing the DOE claim form.

After a three-day trial, the district court rejected National’s

claims.    The district court accepted the DOE's interpretation of

the claim form and concluded that Permian had waived National’s

rights.    The court, nonetheless, determined that Permian owed no

duty of reasonable care to National in this circumstance.               The

court found further that, even if Permian owed a duty to National

Steel,    Permian   had   breached    no    duty.    The   district   court

specifically found that Permian attorneys and agents had acted as

prudent persons would in the management of their own businesses.

Finally, the court determined that the statute of limitations

barred National’s suit.

                                     II.

         Although this case presents difficult duty and limitations

issues, we need not address them.          The district court found that,

even if Permian did owe its one-time affiliate a duty of reasonable

care in this circumstance, it did not breach this duty.               This

finding is not clearly erroneous.

     Permian employees did not interpret the Stripper Fund claim

form as waiving its related entities’ rights to DOE refunds, unless

the refunds related to the same transactions on which Permian had



                                      4
based its claim.2    This alleged mistake by Permian officials,

however, does not establish that they acted unreasonably.      The

release provision in the claim form provided that “Grantor hereby

releases, and waives all Grantor’s existing and future claims.”

And the information letter included in the DOE’s Stripper Well

Refund Information Packet stated that “by receiving a refund from

any of the Stripper Well escrows you waive your right to receive a

refund from other crude oil overcharge funds.” At the time Permian

submitted its Stripper Fund claim form, no court had interpreted

the document as waiving affiliates’ Subpart V rights.    Under the

circumstances, the district court did not clearly err in finding

that Permian employees were not negligent in failing to predict the

ultimate interpretation of these provisions.

     In sum, the district court did not commit clear error in

finding that Permian officials acted reasonably.

     AFFIRMED.




     2
         Indeed it is not clear to us how Permian would have the
power to waive rights of a separate entity, National.

                                5
