UNITED STATES COURT OF APPEALS

                          FOR THE EIGHTH CIRCUIT

                              _______________

                                No. 96-2098
                              _______________

Sharon Richards,                    *
                                    *
       Plaintiff-Appellant,         *   Appeal from the United States
                                    *   District Court for the
  v.                                *   District of Minnesota.
                                    *
Aramark Services, Inc., f/k/a       *
ARA Services, Inc.,                 *
                                    *
       Defendant-Appellee.          *

                              _______________

                   Submitted:      December 13, 1996

                      Filed:       March 17, 1997


    Before McMILLIAN and MAGILL, Circuit Judges, and WEBBER,1
District Judge.
                         _______________

WEBBER, District Judge.


       Sharon Richards appeals from the district court’s2 orders
dismissing her claims for improper venue and denying her motion for
relief sought under Rule 60(b) of the Federal Rules of Civil
Procedure after the district court granted defendants’ motion to
dismiss for improper venue.      We affirm.




       1
     The Honorable E. Richard Webber, United States District Judge
for the Eastern District of Missouri, sitting by designation.
       2
     The Honorable David S. Doty, United States District Judge for
the District of Minnesota.
I.




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     Sharon Richards, a Montana resident, was injured at O’Hare
International Airport in Chicago, Illinois, on October 3, 1988,
while delivering freight as a long-haul truck driver.              On September
30, 1994, after the statute of limitations barred her negligence
action in Illinois, she filed suit in the District Court of
Minnesota     where   the    action     was   not   time-barred.      Named    as
defendants were Ground Services, Inc. (hereinafter referred to as
“GSI”), and ARA, later Aramark Services, Inc. (hereinafter referred
to as “Aramark”).       GSI moved to dismiss the action for lack of
personal jurisdiction under Rule 12(b)(2) of the Federal Rules of
Civil    Procedure     and     under      Minnesota’s    long-arm     statute.
Additionally, both defendants moved to dismiss the action for lack
of proper venue pursuant to Fed.R.Civ.P. 12(b)(3) and 28 U.S.C. §
1391(a)(3).


     Richards then filed an “alternative motion” to change venue to
the District Court for the District of Illinois, under 28 U.S.C. §
1404(a).    Richards’ motion requested the court to transfer venue to
the Northern District of Illinois if the court first determined the
court lacked personal jurisdiction over GSI or that venue was
improper in Minnesota.        At the beginning of a hearing on February
2, 1996, Richards’ counsel withdrew the § 1404(a) motion, but did
not voluntarily dismiss GSI from the suit.            After the hearing, the
district court dismissed plaintiff’s action for improper venue.
Plaintiff filed a motion for post-judgment relief under Rules                 59,
60(a),     60(b)(1)   and    60(b)(6)    of   the   Federal   Rules   of   Civil
Procedure.     That motion was denied.          On appeal, plaintiff claims
the district court abused its discretion in denying her motion for
post-judgment relief under Fed.R.Civ.P. 60(b)(1).


                                        II.




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     We   review the district court order denying relief under
Fed.R.Civ.P. 60(b)(1) for abuse of discretion.   Abuse of discretion




                                -4-
will be found only when the trial court’s decision is based on an
erroneous view of the law or a clearly erroneous assessment of the
evidence.    Waible v. McDonald’s Corp., 

, 926 (8th Cir.
1991).    Abuse of discretion can occur in three principal ways:
     when a relevant factor that should have been given
     significant weight is not considered; when an irrelevant
     or improper factor is considered and given significant
     weight; and when all proper factors, and no improper
     ones, are considered, but the court, in weighing those
     factors, commits clear error of judgment.

Williams v. Carter, 

, 566 (8th Cir. 1993) (quoting Kern
v. TXO Prod. Corp., 

, 970 (8th Cir. 1984)).


     Relief under Rule 60(b) is limited.        “A district court should
grant a Rule 60(b) motion `only upon an adequate showing of
exceptional circumstances.’”         United States v. Tracts 10 & 11 of
Lakeview Heights, 

, 120 (8th Cir. 1985) (quoting United
States v. Young, 

, 806 (8th Cir. 1986), cert. denied,

(1987)); see also General Elec. Co. v. Lehnen, 

, 67 (8th Cir. 1992) (relief under Rule 60(b) to be granted
only in exceptional cases).      We find no application of an erroneous
view of the law or erroneous assessment of evidence by the district
court, nor do exceptional circumstances justify relief under Rule
60(b)(1).


     Richards asserts that she was entitled to Rule 60(b) relief
because of existence of confusion at the hearing on February 2,
1996, and in the district court’s refusal to grant remedial relief.
Her claim is not supported by the record.           Plaintiff filed suit in
Minnesota to take advantage of its statute of limitations.             Once
defendants challenged venue and personal jurisdiction, plaintiff
sought, through her motion, a transfer to the Northern District of
Illinois under 28 U.S.C. § 1404(a).         Transfer of venue under this
section     would   have   allowed   the   longer    Minnesota   statute   of

                                     -5-
limitations to be applied in Illinois.   A transfer under 28 U.S.C.
§ 1404(a) turns on considerations of convenience and the interest




                               -6-
of justice and when granted, the transferee forum is required to
apply the law of the transferor state.    Ferens v. John Deere Co.,

, 523 (1990).       However, Richards wanted to avoid
transfer of venue pursuant to 28 U.S.C. § 1406(a).       Under that
section, the Illinois statute of limitations would have applied and
her action would have clearly been time-barred.


     At the hearing, Richards’ counsel argued exhaustively that she
had acquired personal jurisdiction over GSI by a reverse-piercing,
alter-ego theory,3 having first acquired confessed in personam
jurisdiction over Aramark.   However, as the district court properly
determined, Richards never acquired personal jurisdiction over GSI




     3
      In a reverse-piercing situation, a corporate entity is set
aside so the protections and rights available to non-corporate
entities or individuals are made available to the corporation’s
insiders or shareholders. See In Re Schuster, 

, 607
(Bankr. D. Minn. 1991); Miller & Schroeder, Inc. v. Gearman, 

, 198-201 (Minn. Ct. App. 1987). In every case cited by
Richards applying reverse piercing under Minnesota law, relief was
sought by a shareholder of a corporation. See Cargill, Inc. v.
Hedge, 

, 479-80 (Minn. 1985); Kuennen v. Citizens
Security Mut. Ins. Co., 

, 887 (Minn. 1983); Roepke v.
Western Nat’l Mut. Ins. Co., 

, 352-53 (Minn. 1981);
State Bank v. Euerle Farms, Inc., 

, 124 (Minn. Ct.
App. 1989). Richards is admittedly not a shareholder of either
Aramark or GSI.     Richards cites no authority to support her
application of the reverse-piercing theory to gain personal
jurisdiction over GSI through Aramark and the Court does not find
any reason for applying such a theory under the circumstances of
this action.

                                 -7-
or its successor, Ogden Ground Services.4   At the conclusion of the
arguments at the February 2 hearing, the district judge announced




     4
      On October 31, 1988, GSI was a Delaware corporation with
principal offices in Miami, Florida. In September, 1990, all GSI
stock was sold to Ogden Ground Services, Inc., a company that is
unrelated to Aramark. Neither GSI nor Ogden Ground Services, Inc.,
transacted business in Minnesota nor had any contact with that
state. Thus, the district court correctly determined that there is
no basis for in personam jurisdiction over either GSI or Ogden
Ground Services, Inc. International Shoe Co. v. Washington, 

, 316 (1945).

                                -8-
an   intent   to    grant   the   motion   for     lack   of   venue   filed   by
defendants.    When asked by Richards’ counsel if that applied to
GSI, the judge confirmed that it did, then added that “this is not
the place this lawsuit ought to go on.”              The court then offered
Richards’ counsel an opportunity to react and asked, “Do you want
to do something now, or are you going to bring a subsequent motion
somewhere else?”      (emphasis added).      Richards’ counsel offered no
oral or written motion, but suggested that the court should rule
the issue of jurisdiction “before it was appropriate to address the
transfer of the remaining case.”           However, because the motion to
transfer was withdrawn at the beginning of the court’s dismissal
hearing, the issue was no longer before the court.                On that same
day, the district court issued a written order dismissing the
action for improper venue.


      Richards filed her action in the district court of Minnesota
as a harbor with a longer statute of limitations.              Once there, when
personal jurisdiction was challenged, the burden did not shift to
defendants.    Gould v. P.T. Krakatau Steel, 

, 575 (8th
Cir.)(burden of proof is on the party seeking to establish the
court’s in personam jurisdiction and does not shift to party
challenging jurisdiction), cert. denied, 

(1992).                  The
motion to dismiss for lack of personal jurisdiction filed by
defendants    was    considered    and     ruled    adversely    to    Richards.
Likewise, the district court considered the other pending motions
to dismiss for improper venue.        “Venue requirements exist for the
benefit of defendants.”       Hoover Group, Inc. v. Custom Metalcraft,
Inc., 

, 1410      (Fed. Cir. 1996) (citing VE Holding Corp.
v. Johnson Gas Appliance Co., 

, 1576 (Fed. Cir. 1990),
cert. denied, 

(1991)).          “One of the central purposes
of statutory venue is to ensure that a defendant is not `haled into
a remote district, having no real relationship to the dispute.’”


                                     -9-
Woodke v. Dahm, 

, 985 (8th Cir. 1995)(quoting Cottman
Transmission Sys., Inc. v. Martino, 

, 294 (3d Cir.




                              - 10 -
1994)).   In this diversity action, without personal jurisdiction
over both defendants in the State of Minnesota, venue was improper.
See 28 U.S.C. § 1391(a).     The district court, after concluding it
had no personal jurisdiction over GSI, properly dismissed the
action because venue was improper.          All named defendants clearly
did not reside in the State of Minnesota.


     Richards controlled the course of the litigation against
Aramark in the district court of Minnesota.               She could have
voluntarily dismissed her claims against GSI and proceeded with her
action against Aramark, seeking, if she chose, to attempt to
transfer venue to the Northern District of Illinois under 28 U.S.C.
§ 1404(a), while maintaining the benefit of the Minnesota statute
of limitations.   She had on file a motion to transfer venue in the
event the court found no personal jurisdiction existed as to GSI,
but she withdrew that motion at the beginning of the hearing.            When
the district court later determined at the hearing that it had no
personal jurisdiction over GSI, the only two pending motions in the
case were defendants’ motion to dismiss for lack of personal
jurisdiction   over   GSI   and   defendants’    motion   to   dismiss   for
improper venue.   Without personal jurisdiction over GSI, venue was
necessarily improper under 28 U.S.C. 1391(a).


     Richards seems to be arguing that the district court should
have paused after ruling the personal jurisdiction issue as to GSI
to permit her to proffer a motion she had already withdrawn.             The
court entreated plaintiff to take action after indicating it was
going to rule defendants’ motion challenging venue.             A district
court has no duty to take the action she requests.        

, (in absence of motion by plaintiff to dismiss certain
defendants in order to preserve venue, district court is not
required to dismiss such defendants sua sponte).


                                   - 11 -
- 12 -
     Review of the transcript and the district court’s order
dismissing the action reveals a well-reasoned application of the
law by the district judge on the pending motions.   We find no abuse
of discretion by the district judge in denying Richards’ motion for
reconsideration.


     The orders of the district court are affirmed.


     A true copy.


          Attest:


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




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