UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 07-1198



KATE PICKWORTH,

                                                Plaintiff - Appellant,

          versus


ENTREPRENEURS’   ORGANIZATION, f/k/a Young
Entrepreneurs’         Organization/World
Entrepreneurs’ Organization,

                                                 Defendant - Appellee.


                              No. 07-1199



KATHERINE BEAUREGARD DAVIS,

                                                Plaintiff - Appellant,

          versus


ENTREPRENEURS’   ORGANIZATION, f/k/a Young
Entrepreneurs’         Organization/World
Entrepreneurs’ Organization,

                                                 Defendant - Appellee.


Appeals from the United States District Court for the Eastern
District of Virginia, at Alexandria.   T. S. Ellis, III, Senior
District Judge. (1:06-cv-01205-TSE; 1:06-cv-01206-TSE)


Submitted:   December 19, 2007              Decided:   January 10, 2008
Before KING and DUNCAN, Circuit Judges, and WILKINS, Senior Circuit
Judge.


Affirmed by unpublished per curiam opinion.


Brad D. Weiss, CHARAPP & WEISS, L.L.P., McLean, Virginia, for
Appellants.   Jonathan W. Greenbaum, Emily K. Hargrove, NIXON
PEABODY, LLP, Washington, D.C., for Appellee.


Unpublished opinions are not binding precedent in this circuit.




                              - 2 -
PER CURIAM:

            Kate Jacobs Pickworth and Katherine Beauregard Davis

appeal    the     district   court’s      grant    of      summary   judgment          to

Entrepreneurs’ Organization (“EO”) on their claims of pregnancy

discrimination in violation of Title VII of the Civil Rights Act of

1964 and the Pregnancy Discrimination Act, 42 U.S.C. § 2000e(k).

We review a grant of summary judgment de novo.                    Higgins v. E.I.

DuPont de Nemours & Co., 

, 1167 (4th Cir. 1988).

Summary judgment is appropriate only if there are no material facts

in dispute and the moving party is entitled to judgment as a matter

of law.   Fed. R. Civ. P. 56(c); Celotex Corp. v. Catrett, 

, 322 (1986).        We view all disputed facts in the light most

favorable    to    Pickworth     and    Davis,     and     draw   all   reasonable

inferences in their favor.        See Tinsley v. First Union Nat’l Bank,

, 438 (4th Cir. 1998).               Having reviewed the parties’

briefs, the joint appendix, the supplemental appendix, and the

district court’s order, we conclude the district court properly

determined that neither Pickworth nor Davis established that they

suffered from pregnancy discrimination.              Accordingly, we affirm.

            To support her claim of constructive discharge, Pickworth

was   required     to   prove:    (1)     the     action     complained        of     was

deliberately done; and (2) her working conditions were intolerable.

Taylor v. Virginia Union Univ., 

, 237 (4th Cir. 1999)

(en   banc).        Pickworth    failed     to     satisfy     either     of        these


                                       - 3 -
requirements.       The    record   shows    EO   contemplated       Pickworth’s

continued employment when they informed her of changes to her

position.     In   addition,    Pickworth     admitted   that     her     working

conditions were not intolerable, and that she resigned on account

of her perception that the proposed changes to her responsibilities

constituted a demotion and would be detrimental to her career.                 On

this view of the evidence, the district court properly concluded

Pickworth had not established a claim of constructive discharge.

See Carter v. Ball, 

, 459 (4th Cir. 1994) (noting

dissatisfaction     with    assignments,      the   perception       of    unfair

criticism,   or    difficult   working      conditions   do    not    amount   to

intolerable conditions).

            We also conclude the district court properly determined

Davis failed to establish a prima facie showing of pregnancy

discrimination.      To establish a prima facie case of pregnancy

discrimination, Davis was required to show:          (1) she is a member of

a protected class; (2) she suffered an adverse employment action;

(3) that at the time of the adverse action, she was performing at

a level that met EO’s legitimate job expectations; and (4) the

position was filled by a similarly qualified applicant outside the

protected class.     Miles v. Dell, Inc., 

, 485 (4th Cir.

2005).   Davis failed to establish that she was performing at an

acceptable level at the time she was terminated.              In addition, the

record shows that Davis’ replacement was pregnant at the time she


                                    - 4 -
was promoted to Davis’ former position.     And even if Davis had set

forth a prima facie case, she failed to show that EO’s legitimate,

nondiscriminatory reasons for her termination — poor performance

and insubordination — were pretextual.       See Reeves v. Sanderson

Plumbing Prods., Inc., 

, 142 (2000).         The district

court thus properly determined Davis’ pregnancy discrimination

claims failed.

           Accordingly, we affirm the order of the district court

granting   EO’s   motions   for   summary   judgment   and   dismissing

Pickworth’s and Davis’ actions.       We dispense with oral argument

because the facts and legal contentions are adequately presented in

the materials before the court and argument would not aid the

decisional process.

                                                               AFFIRMED




                                  - 5 -