              IN THE UNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT


                             No. 93-2517



GULF STATES INSURANCE CO.,
                                                  Plaintiff-Counter
                                                Defendant-Appellee,

                                versus

ALAMO CARRIAGE SERVICE, ET AL.,
                                                        Defendants,

ALAMO CARRIAGE SERVICE, INC.,
                                                Defendant-Counter
                                             Plaintiff-Appellant.



HERJE CARLSSON,
                                                         Plaintiff,

                                versus

ALAMO CARRIAGE SERVICE, INC.,
                                             Defendant-Appellant,

                                versus

GULF STATES INSURANCE CO.,
                                             Intervenor-Defendant
                                                        Appellee.



          Appeal from the United States District Court
               for the Southern District of Texas



                   ON PETITIONS FOR REHEARING
                         (May 12, 1994)
Before JOLLY, WIENER, and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:

     IT IS ORDERED that Alamo Carriage Service, Inc.'s petition for

rehearing is hereby DENIED.

     IT IS ORDERED that Gulf States Insurance Co.'s petition for

rehearing     is   hereby   GRANTED       for   the   limited   purpose   of

supplementing our opinion to award sanctions and just damages under

Federal Rule of Appellate Procedure 38, 28 U.S.C. § 1912, and the

inherent discretionary authority of this court.

     Alamo's appeal was dismissed as frivolous.           Granting in part

Gulf States' motion for sanctions and damages, we award to Gulf

States, and order Alamo to pay, (1) $398 as double costs, (2) $620

as attorneys' fees and costs incurred by Gulf States in filing and

serving its petition for rehearing, and (3) $1,000 as reasonable

(but limited) attorneys' fees for sanctions.




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