PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

NATIONAL ASSOCIATION OF STATE
CREDIT UNION SUPERVISORS; STATE OF
KANSAS, ex rel. John P. Smith,
Administrator, Kansas State
Department of Credit Unions; STATE
OF NORTH CAROLINA, ex rel. George
T. Mann, Administrator, Credit
Union Division, North Carolina
Department of Commerce,
Plaintiffs-Appellants,

and

CREDIT UNION NATIONAL
ASSOCIATION, INCORPORATED;
CORPORATE CREDIT UNION OF            No. 95-2905
ARIZONA; GEORGIA CENTRAL CREDIT
UNION; MISSOURI CREDIT UNION
LEAGUE; MISSOURI LEAGUE
CORPORATE CREDIT UNION; VIRGINIA
LEAGUE CORPORATE FEDERAL CREDIT
UNION; COUNTY CATHOLIC CREDIT
UNION; RONALD LA MASCUS; R. C.
ROBERTSON; EARL J. OGOLIN,
Plaintiffs,

v.

NATIONAL CREDIT UNION
ADMINISTRATION,
Defendant-Appellee.
Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Claude M. Hilton, Chief District Judge.
(CA-95-263-A, CA-95-164-A)

Argued: October 30, 1996

Decided: August 20, 1999

Before WIDENER, Circuit Judge, RUSSELL,*
Senior Circuit Judge, and BULLOCK, Chief United States
District Judge for the Middle District of North Carolina, sitting by

designation.

_________________________________________________________________

Affirmed by published per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Stuart A. Raphael, HUNTON & WILLIAMS, McLean,

Virginia, for Appellants. Thomas Mark Bondy, Appellate Staff, Civil
Division, UNITED STATES DEPARTMENT OF JUSTICE, Wash-
ington, D.C., for Appellee. ON BRIEF: Thomas J. Cawley, HUN-
TON & WILLIAMS, McLean, Virginia, for Appellants. Frank W.
Hunger, Assistant Attorney General, Helen F. Fahey, United States
Attorney, Douglas N. Letter, Appellate Staff, Civil Division,
UNITED STATES DEPARTMENT OF JUSTICE, Washington,
D.C., for Appellee.
_________________________________________________________________

*This case was argued before a panel consisting of Senior Judge Rus-
sell, Judge Widener and Judge Bullock. Senior Judge Russell, however,
died prior to the time the decision was filed. The decision is filed by a
quorum of the panel. 28 U.S.C. § 46(d).

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OPINION

PER CURIAM:

The National Association of State Credit Union Supervisors and
the States of Kansas and North Carolina at the relation of their admin-
istrators charged with regulating state-chartered credit unions in their
respective States* (the States), appeal a decision of the district court
of the Eastern District of Virginia denying their challenge to regula-
tions promulgated by the National Credit Union Administration (the
Administration) and granting its motion for summary judgment. The
Final Rule, 59 Fed. Reg. 59,357 (Nov. 17, 1994), modifies 12 C.F.R.
Part 704 which regulates, among other things, the governance, elec-
tion procedures, field of membership, and admission of members of
state-chartered corporate credit unions.

The States contended that the Administration exceeded its power
granted by Congress by applying the regulation to state-chartered
credit unions; and violated the Administrative Procedure Act by fail-
ing to justify its decision to preempt state law and regulations. The
district court considered both claims and found that Congress pro-
vided the Administration with the power to issue the regulations at
issue. The court also found that the regulations were rationally related
to the agency's statutory purpose and that the Administration suffi-
ciently articulated the reasons for the new regulations.

On appeal the States again contend that the final rule is invalid
because it exceeds the power Congress granted to the Administration
and because the Administration failed to justify its decision to pre-
empt the regulatory authority of state supervisors over state-chartered
corporate credit unions.
_________________________________________________________________

*National Association of Credit Union Supervisors is a nonprofit cor-
poration whose members consist of the state officials charged with super-
vising credit unions created under state law. Administrators Smith and
Mann, of Kansas and North Carolina respectively, are two such officials
who are responsible for overseeing credit unions chartered under those
States' laws.

                    3
We are of opinion these claims are without merit and we affirm the
judgment of the district court on the written opinion of Judge Hilton,
Credit Union National Association, et al. v. National Credit Union
Administration, Civil Action No. 95-164-A, and National Association
of State Credit Union Supervisors, et al. v. National Credit Union
Administration, Civil Action No. 95-263-A, ___ F. Supp. ___ (E.D.
Va. 1995), which we adopt as our own.

AFFIRMED

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