IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 97-60131
                       _____________________


     AMPLICON INC., doing business as Amplicon
     Financial,

                          Plaintiff - Appellant-Cross-Appellee,

     v.

     MURRAY ENVELOPE CORPORATION, a Mississippi
     Corporation; L.E. RHIAN, JR.;

                          Defendants - Appellees-Cross-Appellants,

     DOES, 1 through 10, inclusive,

                          Defendant-Appellee.

_________________________________________________________________

           Appeal from the United States District Court
      for the Southern District of Mississippi, Hattiesburg
                         (2:94-CV-376-PS)
_________________________________________________________________

                          August 06, 1998

Before KING, SMITH, and PARKER, Circuit Judges.

PER CURIAM:*

     The district court correctly concluded that this case was

controlled by Cal. Civ. Code § 3311 and, following a full bench

trial, made all findings of fact necessary for the application of

§ 3311.   Those findings of fact, particularly the critical


     *
      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this opinion should not be published and is not precedent except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.
finding that Murray’s tender of the check for the disputed amount

was made in good faith, are not clearly erroneous.   Since

Amplicon did prevail on its claim for the last lease payment, the

district court did not err in its disposition of the claims for

legal fees.

     The judgment of the district court is AFFIRMED.




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