___________

                               No. 95-2396
                               ___________

Scott Nielsen,                     *
                                   *
           Appellant,              *
                                   *
Douglas McSherry; H. P.            *
Anderson; Thomas Carter,           *
parties immediately above          *
individually and for and on        *   Appeals from the United States
behalf of the Special Health       *   District Court for the
Services Employee Assistance       *   Western District of Missouri.
Program for TWA Employees,         *
                                   *         [UNPUBLISHED]
           Plaintiffs,             *
                                   *
     v.                            *
                                   *
Trans World Airlines, Inc.,        *
                                   *
           Appellee.

                               ___________

                               No. 95-2567
                               ___________

Scott Nielsen,                     *
                                   *
           Plaintiff,              *
                                   *
Douglas McSherry; H. P.            *
Anderson; Thomas Carter,           *
parties immediately above          *
individually and for and on        *
behalf of the Special Health       *
Services Employee Assistance       *
Program for TWA Employees,         *
                                   *
           Appellants,             *
                                   *
     v.                            *
                                   *
Trans World Airlines, Inc.,        *
                                   *
           Appellee.               *
                                    ___________

                      Submitted:    January 11, 1996

                           Filed:   March 27, 1996
                                    ___________

Before BOWMAN and JOHN R. GIBSON, Circuit Judges, and KYLE,* District
     Judge.

                                    ___________

PER CURIAM.


         Scott Nielsen, Douglas McSherry, Tom Carter and Hal Anderson, former
pilots for Trans World Airlines (TWA), sued TWA and five individual
defendants1     alleging   violations   of    the   Employment   Retirement   Income
Security Act (ERISA).      Count I of the pilots' complaint, brought under 29
U.S.C. § 1104, alleges that TWA breached fiduciary duties in administering
Special Health Services (SHS), TWA's employee assistance program.              Count
II of the pilots' complaint alleges that TWA violated 21 U.S.C. § 1140
which prohibits retaliation for, or interference with, the assertion of
rights provided under ERISA.     TWA moved for summary judgment.       The District
     2
Court denied TWA's motion for summary judgment on Count I finding disputed
questions of fact, and granted summary judgment to TWA on Count II, holding
that the pilots had presented no evidence of adverse employment action in
retaliation for, or in interference with, rights under the SHS program.
The District Court conducted a bench trial on Count I, and at the close of
all the evidence ruled in favor of TWA on three independent and




         *The HONORABLE RICHARD H. KYLE, United States District
         Judge for the District of Minnesota, sitting by
         designation.
            1
         Prior to trial, the pilots voluntarily dismissed all
defendants except TWA.
     2
     The Honorable Dean Whipple, United States District Judge for
the Western District of Missouri.

                                        -2-
separate grounds: the pilots lacked standing to bring the lawsuit against
TWA, SHS is not an employee welfare benefit plan subject to ERISA, and the
pilots failed to show that TWA breached any fiduciary duty under 29 U.S.C.
§ 1104.3   On appeal, the pilots argue that the District Court erred in
reaching each of these conclusions.


     Having carefully considered the record and the arguments of the
parties, we conclude that no error of law or fact appears, and we affirm
the judgment of the District Court for the reasons set forth in its well-
reasoned opinion.    See 8th Cir. R. 47B.


     A true copy.


           Attest:


                 CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




     3
      At the conclusion of the trial, the District Court indicated
that it would entertain an application from TWA for an award of
attorney fees, and subsequently granted TWA's application for fees.
The pilots filed a motion to stay the enforcement of the award of
attorney fees pending appeal. This motion was denied by both the
District Court and this Court.

                                    -3-