UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT


                         _______________________

                               No. 98-40875
                             Summary Calendar
                         _______________________

                               JOHN ARAMBULA,

                                                      Plaintiff-Appellant,

                                     versus

         CITY OF LAREDO; CARLOS VILLARREAL; FLORENCIA PENA,

                                                     Defendants-Appellees.

_________________________________________________________________

           Appeal from the United States District Court
                for the Southern District of Texas
                           (L-96-CV-112)
_________________________________________________________________

                                June 2, 1999

Before HIGGINBOTHAM, JONES, and DENNIS, Circuit Judges.

EDITH H. JONES, Circuit Judge:*

           John Arambula brought age discrimination and other claims

stemming from his turbulent last six months as the Risk Manager for

the City of Laredo in 1994-95.        The district court granted summary

judgment for the defendants.          Agreeing that no genuine issue of

material facts exists, we affirm.



           For   his   first   two    years   as   Laredo’s   Risk   Manager,

Arambula received relatively positive job evaluations.                 Things

changed, however, when Defendant-Appellee Peña became the new


     *
            Pursuant to 5th Cir. Rule 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opinion should not be published and is not precedent except under the limited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. Rule 47.5.4.
Director    of    Administrative         Services     --    and   Arambula’s         new

supervisor -- in September 1994.               Although Peña approved a merit

pay raise for Arambula in November (based mostly upon Arambula’s

work for Peña’s predecessors), Arambula was terminated in March

1995.

            The six-month overlap in Arambula’s and Peña’s tenures

was   dominated       by   rancor;     Arambula’s     complaint      to   the    Texas

Commission on Human Rights used 45 single-spaced pages to describe

approximately 80 incidents between them.                    Arambula’s appellate

brief quotes extensively from the numerous memos he sent to Peña

and the city manager about his feelings of being “oppress[ed] and

harass[ed]”      by    Peña’s        “antagonistic”    pattern       of   “berating,

embarrassing and demeaning” behavior toward Arambula and others.

            In   response       to    Arambula’s    prima    facie    case      of   age

discrimination -- he was replaced by a younger worker -- the

defendants argued that Arambula was, “[i]n general, ... terminated

for     insubordination,         confrontations        with       co-workers         and

supervisors, substandard work, substandard work performance, and a

complete lack of confidence by his supervisors that he could

perform the essential functions of his job.”                  The district court

granted summary judgment to the defendants because Arambula did not

produce evidence of pretext or of direct age discrimination to

refute the employer’s proffered reasons for the termination.

            On appeal, Arambula argues that his and Peña’s stories

differed on the details of several incidents and who was to blame

for them.    He contends that these differences justify a denial of



                                           2
summary judgment under Bienkowski v. American Airlines, Inc..1                     In

that case, this court found that sharply opposed accounts from the

employee     and    his   supervisors     raised      questions   of     fact   about

motivation that were “barely sufficient to create a jury issue.”2

Bienkowski,        however,    is    factually      distinguishable      because   it

involved no claims of serious mutual animosity like those before

us, and there was some evidence of age-material conduct.

             It is clear in this circuit that “if the evidence put

forth by the plaintiff to rebut the employer’s reasons is not

substantial,        a   jury    cannot    reasonably      infer     discriminatory

intent.”3     Moreover, the plaintiff must prove not “only that the

defendant’s        proffered     reason   is     pretextual,”     but    also    that

“‘discrimination was the real reason.’”4               Arambula is simply wrong

in his assertion on            appeal that, “as a matter of law,” the

defendants     “assumed        the   burden    of    conclusively       establishing

nondiscriminatory motivation.”

             Taken as a whole, the record does not include substantial

evidence that the defendants’ proffered reasons -- including the

well-documented difficulties in Arambula and Peña’s relationship --

were not the true reason for Arambula’s termination.                    Nor, as the

district judge correctly observed, does Arambula’s contention that


     1
      

(5th Cir. 1988)
     2
      

         3
      Bennett v. Total Minatome Corp., 

, 1060 (5th
Cir. 1998).
         4
      Walton v. Bisco Indus., Inc., 

, 370 (5th Cir.
1997) (quoting St. 

, 113 S. Ct. at 2751).

                                          3
Peña was often in the wrong in their disputes suffice to meet his

further    burden   of   proving   that   discrimination   was   the    real

motivating factor.        Arambula presents a couple of age-related

comments by Peña, but they are stray remarks, apart from which

there is no evidence that Peña’s dislike for Arambula was “in any

way connected to [Arambula’s] age.”5

            The district court correctly granted summary judgment in

favor of the defendants on Arambula’s age discrimination claims.

            In addition, for essentially the reasons stated in the

district court’s comprehensive opinion, we affirm summary judgment

in favor of the defendants on Arambula’s state law claims for

workers    compensation    retaliation,     intentional    infliction    of

emotional distress (against both the City and Peña), and libel and

slander.

            AFFIRMED.




     5
      Waggoner v. City of Garland, 

, 1166 (5th Cir.
1993). In fact, in one of the allegedly hostile comments, Peña
called Arambula a “joto raton [snitching queer],” which evinces
nothing about age.

                                     4