               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 97-20444
                          Summary Calendar
                       _____________________


     WALTER D. CARMICHAEL,

                                     Plaintiff-Appellant,

                                versus

     ARAMCO SERVICES COMPANY,

                                     Defendant-Appellee.

     _______________________________________________________

         Appeal from the United States District Court for
                  the Southern District of Texas
                          (H-95-CV-3853)
     _______________________________________________________

                          March 19, 1998
Before REAVLEY, KING and DAVIS, Circuit Judges.

PER CURIAM:*

     The judgment of the district court is affirmed.       That court

thoroughly considered and discussed the evidence Carmichael offered

to resist summary judgment.     We agree with the order of February

20, 1997.   There is no evidence that ASC’s reduction of workforce

was subterfuge.   The reference to age in Sultz’s deposition was

made in discussion of the earlier reclassification decision and, as


     *
      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this opinion should not be published and is not precedent except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.
explained, had no probative weight.   Vellozzi’s memorandum was not

written with knowledge of the later reduction in force.    And the

list of employees over 50 presents no evidence of discrimination.

     AFFIRMED




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