                    UNITED STATES COURT OF APPEALS
                         For the Fifth Circuit

                      ___________________________

                              No. 01-60141
                      ___________________________


              FIRST TENNESSEE BANK NATIONAL ASSOCIATION,

                                                   Plaintiff-Appellant,

                                 VERSUS

                       TRUSTMARK NATIONAL BANK,

                                                 Defendant-Appellee.
          ___________________________________________________

             Appeal from the United States District Court
               For the Southern District of Mississippi
                             (3:99-CV-859)
          ___________________________________________________
                            August 8, 2001

Before DAVIS, JONES and DeMOSS, Circuit Judges.

PER CURIAM:*

      We affirm the judgment of the district court essentially for

the reasons stated in its October 6, 2000 Memorandum Opinion and

Order.     For reasons given in that opinion, the district court

correctly granted Trustmark’s supplemental motion for judgment on

the pleadings.     Moreover, the district court did not abuse its

discretion by denying First Tennessee’s motion to alter or amend

the   final   judgment.    In   its   first   amended   complaint,   First

Tennessee did not allege a conversion claim that was independent of



      *
      Pursuant to 5th Cir. R. 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this opinion should not be published and is not precedent except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 5th Cir. R. 47.5.4.

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the Mississippi Uniform Commercial Code and the security agreement.

We also conclude the district court did not abuse its discretion in

refusing to allow First Tennessee to amend its complaint following

the district court’s entry of judgment with prejudice.

     Thus, the district court’s judgment is AFFIRMED.




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