UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT



                            No. 00-60314
                          Summary Calendar



                   WOOLWINE FORD LINCOLN MERCURY,

                         Plaintiff - Counter Defendant - Appellee,


                               VERSUS


          CONSOLIDATED FINANCIAL RESOURCES, INC.; ET AL,

                                                          Defendants

               CONSOLIDATED FINANCIAL RESOURCES, INC.

                         Defendant - Counter Claimant - Appellant.




           Appeal from the United States District Court
             For the Southern District of Mississippi
                         ( 2:98-CV-148-PG )
                         December 27, 2000


Before EMILIO M. GARZA, STEWART, and PARKER, Circuit Judges.

PER CURIAM:*

      Appellant    Consolidated       Financial   Resources,   Inc.


  *
   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opinion should not be published and is not precedent except under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.

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(“Consolidated”) appeals from the district court’s final judgment

enforcing a settlement agreement between Consolidated and Woolwine

Ford Lincoln Mercury, Inc. (“Woolwine”).                   Appellant contests the

court’s subject matter jurisdiction to enforce the settlement

agreement.      This   Court    has    jurisdiction         to   review    the     final

judgment of the district court based on 28 U.S.C. § 1291.

                                        I.

     This diversity case involves a dispute over the sale of

automobiles     by   Woolwine     under       a    lease     purchase      agreement.

Consolidated participated in the transaction as a broker and

financier. Before the district court ruled on the merits, Woolwine

and Consolidated reached a settlement. Pursuant to Federal Rule of

Civil Procedure 41(a)(2), the district court dismissed the case

with prejudice on January 12, 2000.                The court incorporated the

settlement into its order and set out the terms and conditions of

its jurisdiction to enforce the settlement agreement.                     The court’s

order stated the following,

     [T]he     Court   retains        jurisdiction         to    enforce     the

     settlement      agreement,       and     if   any     party    fails     to

     consummate this settlement within twenty (20) days, any

     aggrieved party may reopen the case for enforcement of

     the     settlement   agreement          within   fifteen      (15)     days

     thereafter . . ..

The court therefore retained jurisdiction over the settlement

agreement for thirty-five days.

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     On   February       25,   Woolwine    filed       a   motion     to    enforce   the

settlement agreement.          In its response, Consolidated erroneously

stated    that   Woolwine’s      motion        was    filed     within      the   court’s

jurisdictional time frame.             At a hearing on March 15, 2000, the

court concluded that it retained jurisdiction.                    The district court

held that Consolidated stipulated that the motion was timely

submitted. The court entered its final judgment for the amount set

out in the settlement agreement.               Counsel for Consolidated failed

to appear at the hearing.

                                          II.

     We   review    de    novo   the    legal        question    of     subject    matter

jurisdiction.      See Merideth v. Louisiana Federation of Teachers,

, 402 (5th Cir. 2000).              “Enforcement of [a] settlement

agreement . . . is more than just a continuation or renewal of the

dismissed suit, and hence requires its own basis for jurisdiction.”

Kokkenen v. Guardian Life Ins. Co. of America, 

, 378

(1994).     See also Langley v. Jackson State Univ., 

,

1074 (5th Cir. 1994) (holding that courts must have jurisdiction

independent of the original action to support enforcement of a

settlement agreement).         In Kokkenen, the Supreme Court held that a

district court can retain jurisdiction over a settlement by either

embodying    the   settlement      contract          in    an   order      or   expressly

retaining jurisdiction to enforce the settlement.                       See 

82. This court has held that a district court retains jurisdiction


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to enforce a settlement agreement within the terms and conditions

of jurisdiction set out in its dismissal order.                      See Bell v.

Schexnayder, 

, 449 (5th Cir. 1994) (concluding that the

court retained jurisdiction to enforce a settlement agreement when

the defendants brought their motion to enforce within the sixty-day

limit set forth in the court’s dismissal order).

       There is no dispute that the district court’s dismissal order

was entered on January 12 and that Woolwine filed its motion to

enforce on February 25.           Pursuant to the terms and conditions set

out in the court’s order, either party had a maximum of thirty-five

days   to   file    a   motion    to    enforce   the    settlement    agreement.

Woolwine’s motion was filed outside the jurisdictional limits set

by the court. However, Consolidated stipulated that the motion was

filed within the court’s jurisdictional limits. The district judge

relied on this concession to assert subject matter jurisdiction

over Woolwine’s motion.           See Tr. at 20.

       Litigants cannot stipulate or consent to a federal court’s

subject matter jurisdiction.            See Insurance Corp. of Ireland, Ltd.

v. Compagnie des Bauxites de Guinee, 

, 702 (1982).

Parties can, however, stipulate to facts that form the basis of

subject matter jurisdiction.            See Ferguson v. Neighborhood Housing

Serv. of Cleveland, Inc., 

, 551 (6th Cir. 1986) (citing

Railway     Co.    v.   Ramsey,    

,     

  (1874)).

Consolidated’s erroneous statement that February 25 was within the


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district court’s jurisdiction amounted to an admission that the

court retained jurisdiction over the settlement.              As such, it

cannot serve as the basis for the court’s jurisdiction.

     The district judge had discretion to set out the terms and

conditions   of   its   jurisdiction   over    the   parties’   settlement

agreement.   See 

.       Because Woolwine filed

its motion to enforce the settlement agreement outside the court’s

self-imposed jurisdictional limits, the district court did not have

subject matter    jurisdiction   to    grant   the   relief   sought.   We

therefore vacate the trial court’s final judgment.

VACATED




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