                  UNITED STATES COURT OF APPEALS
                       For the Fifth Circuit



                           No. 98-21034
                         Summary Calendar

                     In The Matter of: PANHANDLE SOUTHERN, INC.,

                                                        Debtor.
                     __________________________________________

                     PANHANDLE SOUTHERN, INC.,

                                                          Appellant,


                              VERSUS


               FIDELITY VENTURE INVESTMENTS, L.L.C.,

                                                          Appellee.


          Appeal from the United States District Court
               for the Southern District of Texas
                          (H-97-CV-3493)


                           June 25, 1999
Before EMILIO M. GARZA, DeMOSS, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     In February 1996, Panhandle Southern, Inc. ("Panhandle") filed

a Chapter 11 bankruptcy proceeding which was subsequently converted

to Chapter 7 and a trustee was appointed in March 1996.    Fidelity

Venture Investments, L.L.C. ("Fidelity") claimed liens against five

separate properties owned by Panhandle.    In June 1997, the trustee



     *
      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this opinion should not be published and is not precedent except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.
filed an adversary proceeding seeking summary judgment to avoid

Fidelity’s liens.      The bankruptcy court denied the trustee’s

motions for summary judgment and granted Fidelity’s Motion for

Summary Judgment.      Panhandle appealed to the district court in

September 1997.    The district court affirmed the bankruptcy court

in all respects.    Panhandle timely appealed to this Court.

     We have carefully reviewed the briefs, the reply brief, the

record excerpts and relevant portions of the record itself.     For

the reasons stated by the district court in its Order entered under

date of September 30, 1998, we affirm the decision of the district

court which affirms the bankruptcy court’s judgment.

                  AFFIRMED.




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