IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 97-30617
                       _____________________



In The Matter Of: TGX CORPORATION,

                     Debtor.

------------------------------

T G X CORPORATION,

                                                      Appellant,

                               versus

VANNIE MORGAN EDWARDS; HUEY L. ACHORD;
PAULINE PARTIN ACHORD; IRIS VOYLES ALLGOOD;
KIMBERLY JENKINS BARTON; JOSEPH F. BERGERON;
DEBRA VOYLES BRADLEY; WILLIAM D. BROWNING;
JO ANN BROWNING CAYER; CENTRAL SUPERMARKET
INCORPORATED; JODIE MAE FRIDGE CRAWFORD;
DENNIS CALVIN DELEE; PATRICIA EDWARDS DELEE;
FAYE DOUCET; JOHNNY ELDER EDWARDS, JR.;
THOMAS A. EDWARDS; PAMELA JENKINS ENRIQUEZ;
ALBERTA EDWARDS FORBES; ANNA EDWARDS
HARDCASTLE; VIRGIL T. JACKSON, JR., Dr.;
GAY E. JUBAN; JOSEPH E. JUBAN; MARTHA M.
JUBAN; MARY ELLEN A. JUBAN; PHILLIP S. JUBAN;
ROBBIE S. JUBAN; RAYE NEYLAND LETEFF;
ROBERT W. LETEFF; LUCILE P. McALLISTER;
MORRIS McALLISTER; CHARLES D. MORGAN, JR.;
EVANDER J. MORGAN; INEZ MOORE MORGAN;
LLOYD MORGAN; ROBERT MOORE MORGAN; ROY SMITH
MORGAN; THERESA BROWNING MUNZEL; LOUIS A.
PERRAULT; RONALD K. PENCE; NORMA RAE LATHAM
SMITH; ABE H. STARKEY; DONNA E. STARKEY;
CYNTHIA VOYLES TILLOTSON; DALE VOYLES;
MONROE D. VOYLES; CAROLYN WAGNER; KENNETH
WAGNER; GAYNELL JUBAN WATSON; WILLIAM E.
WATSON; HAZEL NOBEL WATTS; WILLIAM CYRIL WATTS;
SANDRA VOYLES WEAVER; JOHN R. WHITE, JR.;
CAROLYN EDWARDS WILSON,
    Appellees.




2
________________________________________________________________

      Appeal from the United States District Court for the
                  Western District of Louisiana
                            (97-CV-219)
_________________________________________________________________
                          April 17, 1998
Before JOLLY, WIENER, and STEWART, Circuit Judges.

PER CURIAM:*

     After a review of the record, a study of the briefs, and

consideration of the oral arguments presented to the court, we

agree with the district court that, for the purposes of 11 U.S.C.

§ 365(a) of the federal Bankruptcy Code, TGX Corporation had a

contractual relationship with the Edwards that was executory at the

time it filed for bankruptcy.     We further agree with the district

court that TGX failed to reject the contract with the Edwards under

section 365(a).

     Under Louisiana law, the relationship between TGX as operator

of the Comite Wells and the Edwards as unleased owners of mineral

interests in the Comite Wells was quasi-contractual in nature. The

district court found that this relationship implicated duties and

obligations for both parties.     Although not the typical executory

contract under traditional common law contract principles, the

equities   of   this   case   support   the   district   court’s   broad


     *
      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.




                                   3
interpretation of what constitutes an executory contract under

section 365. See Mendoza v. Temple-Inland Mortgage Corp., 

, 1270 (5th Cir. 1997) (“[b]ecause of the equitable nature of

bankruptcy in seeking a balance between debtors and creditors,

bankruptcy courts should be afforded the latitude to fashion

remedies they consider appropriate under the circumstances”).

     By continuing to operate the wells before, during, and after

filing for bankruptcy, TGX implicitly assumed its contractual

relationship with the Edwards. This conclusion is bolstered by the

fact that TGX assumed its contracts with the leased owners of

mineral interests in the wells. For these reasons, the decision of

the district court is

                                                 A F F I R M E D.




                                4