John C. Cook and more than 400 other current or former Pan American Pilot-Flight Engineers, all over age 40, appeal from a judgment of the Southern District of New York, Robert J. Ward, Judge, dismissing their complaint against Pan American World Airways, Inc. ("Pan Am") and four union defendants--Air Line Pilots Association ("ALPA"), International; ALPA, Pan Am Chapter; Flight Engineers' International Association ("FEIA"); FEIA, Pan Am Chapter--for lack of subject matter jurisdiction. Their complaint alleged that, by adopting and implementing a 1981 seniority list integrating the pilots and flight engineers of two merged airlines, Pan Am and National, the defendants had violated the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. Secs. 623-31 (1982), and New York Human Rights Law ("NYHRL"), N.Y.Exec.Law Secs. 290, et al. (McKinney 1982 & Supp.1984-85), and that defendant unions had in addition violated the Railway Labor Act, 45 U.S.C. Secs. 151 et seq. (1982). Finding that plaintiffs' action constituted an impermissible collateral attack on a final order of the Civil Aeronautics Board ("CAB"), not appealed in accordance with the provisions of Sec. 1006 of the Federal Aviation Act, 49 U.S.C. Sec. 1486(a), Judge Ward dismissed their complaint for lack of subject matter jurisdiction. We affirm in part, reverse in part, and remand for further proceedings.

This case arises out of Pan Am's acquisition of control of and merger with National Airlines, effective January 19, 1980. The merger was approved by the CAB pursuant to 49 U.S.C. Sec. 1378(b), which empowers it to determine whether mergers are "consistent with the public interest" and to approve them "upon such terms and conditions as it shall find to be just and reasonable and with such modifications as it may prescribe". The CAB conditioned its approval of the merger upon compliance with its labor protection provisions ("LPPs"), see Flying Tiger-Slick Merger Case, 18 C.A.B. 326 (1954) (approving airline merger but imposing labor protective conditions and retaining jurisdiction), and retained jurisdiction "to make such amendments, modifications, and additions to the labor protective conditions as the circumstances may require...." CAB Order 79-12-164, at 1. Two of the LPPs are central to this case:

"Section 3. Insofar as the merger affects the seniority rights of the carriers' employees, provisions shall be made for the integration of seniority lists in a fair and equitable manner, including, where applicable, agreement through collective bargaining between the carriers and the representatives of the employees affected. In the event of failure to agree, the dispute may be submitted by either party for adjustment in accordance with section 13.

* * *

* * *

"Section 13(a). In the event that any dispute or controversy * * * arises with respect to the protections provided herein, which cannot be settled by the parties within 20 days after the controversy arises, it may be referred by any party to an arbitrator * * *. The decision of the arbitrator shall be final and binding on the parties."

On March 19, 1980, the four unions involved--the ALPA Master Executive Council ("MEC") for the Pan Am pilots, ALPA's MEC for the National Pilots, FEIA's Pan Am Chapter, and FEIA's National Chapter--agreed on a procedure for determining how to integrate the seniority lists. In the event that agreement on seniority integration should not be reached within a limited period arbitration was to be "mandatory," and "[t]he Award of the Arbitrator shall be final and binding as to all flight deck operating crew members and shall be defended by the parties." March 19, 1980, Agreement p 8(j).

After unsuccessful inter-union negotiation and mediation on seniority integration, arbitration took place before Lewis M. Gill, whom the parties had designated as their first choice. The four union representatives participated fully in the arbitration hearing, which lasted approximately 35 days and closed on January 14, 1981. Arbitrator Gill subsequently held 15 days of executive session with the union parties. The final record contained over 4,700 transcript pages and hundreds of exhibits. Arbitrator Gill issued his Award on March 12, 1981.

In his lengthy opinion explaining the award Gill identified several issues. First, the "cross-bidding" arrangements between pilots and flight engineers at Pan Am were entirely different from those at National. Although both airlines required three crewmen in the cockpit, Pan Am used a pilot/flight engineer ("PFE") as the third crewman, while National used an engineer who was not qualified as a pilot. Pan Am accordingly maintained a single seniority list, with PFEs being allowed to bid for pilot vacancies and fall back to engineer positions, bumping less senior PFEs to avoid furlough. National, however, maintained two independent seniority lists, one for its pilots and one for its flight engineers, and did not permit cross-bidding or displacement between the groups.

Having decided not to disturb the premerger cross-bidding situation, Gill constructed two integrated lists. One, the "Pilot List," contained National pilots and all Pan Am airmen; the other, the "Engineer List," contained National engineers and all Pan Am airmen. Gill then directed that cross-bidding be

"[a]s before on each airline. Pan Am airmen continue cross-bidding practices vis-a-vis each other, but Pan Am Pilots cannot bump National Engineers. National Pilots cannot bid Engineer positions, National Engineers cannot bid Pilot positions. National Engineers to have same rights as [a small class of Pan Am engineers who did not qualify as pilots] against being displaced from Engineer seats by Pilots." (Award at IV.C.)

A second issue, labelled "explosive" by Gill, concerned the manner in which approximately 400 Pan Am pilots on furlough at the time of the merger were to be integrated. This large number of furloughees resulted from Pan Am's switch from smaller planes to B747s, the largest wide-bodied aircraft, and Pan Am's poor financial health in the preceding few years. Gill stated that this furlough situation created"a head-on clash over the relative equities as between large numbers of National airmen hired between 1968 and 1978 and actively employed at the time of the merger, and large numbers of these Pan Am furloughees with earlier dates of hire who still have recall rights but who brought no active jobs to the merger." (Gill Op. at 8).

Gill's solution was to calculate the Pan Am furloughees' length of service at the time of their recall, and to slot them into the list by comparing their length of service with that of the active airmen at that time. (An exception was made for about 34 furloughed Pan Am pilots who had received notice of recall before January 19, 1980). He indicated a willingness, had the parties (or the "JANUS" group, representing the furloughees) submitted a proposal estimating the likely dates of recall of the furloughees and the likely length of service of the active pilots at those dates, to integrate the furloughees on that basis. However, no such proposal was forthcoming "[p]erhaps because of the difficulties in fashioning projections of that nature." Id. at 41. While noting that his solution to the furloughee problem might seem novel, Gill observed that

"the problem itself is novel--there has not been any previous merger case called to my attention where such massive numbers of furloughees, with such long periods of being off the property, were pitted against active airmen from the other airline who brought current jobs to the merger." Id. at 40.

Finally, differences between Pan Am and National created further conflicts between the interests of the various union groups. While Pan Am's fleet consisted primarily of B747s, National mostly used the smaller B727s. Although National was in "a healthy financial condition at the time of the merger," Pan Am had been in financial difficulties over the preceding few years. Because of these and other differences, the parties before Gill advocated three different methods for integrating the seniority lists: (1) the National pilots and engineers advocated "ratio" methods; (2) the Pan Am pilots a mixed length of service ("LOS") and date of hire ("DOH") method; and (3) the Pan Am engineers a straight DOH method. Under a ratio method, a certain number of identified airmen from one airline are listed followed by a similar listing of a specified number of airmen from the other airline (e.g., 1 National pilot followed by 3 Pan Am pilots). The ratios can form all or part of a master list. In the latter case the balance of the list can name airmen on an LOS and/or DOH basis.

Gill concluded that a "fair and equitable" solution required that two integrated seniority lists be constructed by different methods. He constructed the entire Engineer List, and the top and bottom of the Pilot list, by a straight LOS/DOH method. However, for the middle portion of the Pilot List he used a mixed-ratio method, which distributed Pan Am and National pilots in a ratio of approximately 3.25 Pan Am pilots for every one National pilot.

On March 15, 1981, ALPA mailed copies of the arbitrator's award to all the pilots and on March 25, 1981, FEIA mailed copies to the flight-engineers. On June 26, 1981 Pan American accepted the Gill award and agreed to implement it without change.

Two groups of airmen petitioned the CAB to set aside the Gill award. The Janus Group, formed at the time of approval proceedings before the CAB and representing 510 Pan Am crewmen who had been furloughed before the merger, maintained that the Gill award failed adequately to consider the interests of its members and that it was not "fair and equitable" within the meaning of the labor protection provision of CAB Order 79-12-164, at 1. The Janus Group sought a new arbitration in which it would be granted full party status.

Pan American Pilots Fighting ("PAPF"), a group of Pan American crewmen who had been employed from dates before the merger, which was formed after the arbitration award to oppose it, argued that the Gill award must be set aside because it used a ratio method to integrate the middle portion of the Pilot List. PAPF maintained that only a "time served" method of integration, either LOS or DOH, was "fair and equitable" and that use of a ratio method was inconsistent with the labor protective provisions that the CAB had imposed in approving the merger. PAPF sought a CAB order integrating the seniority list on a time served basis or renegotiation of the integration with PAPF and the Janus Group as parties.

The CAB rejected the two petitions in an order dated April 15, 1982, noting:

"The carrier's action is wholly consistent with our long-held, and judicially approved, view that 'absent a showing of bad faith, the adoption by a carrier of an integrated seniority list proposed by the collective bargaining representatives of the employees involved amounts to the carrier having made "provisions * * * for the integration of seniority lists in a fair and equitable manner" within the meaning of section 3 of the Board's labor protective provisions.'¹³ It follows, therefore, that we also dismiss Janus Group's and PAPF's petitions to set aside the award.

13. Delta-Northeast Merger Case, Order 73-1-24 at 5, aff'd Northeast Master Executive Council v. CAB, 506 F.2d 97 (D.C.Cir.1974), cert. denied, 419 U.S. 1110 [95 S. Ct. 783, 42 L. Ed. 2d 806 (1975) ]."

CAB Order 82-4-75 at 11.1 Having concluded that resolution of the seniority integration was reached in a fair and equitable manner, the Board declined to review "the intrinsic nature of the integration system established by the award." Id.

The CAB further found that the Janus Group was not entitled to full party status at a new arbitration since its members' interests were adequately represented both by its own statements at several points during the arbitration and by union representation at all stages. It also rejected PAPF's claim that only a "time-served," i.e., LOS or DOH, method of integration was "fair and equitable", finding that Arbitrator Gill acted within his prerogative in using a ratio method to integrate the middle portion of the Pilot List. In making this finding, the Board again confirmed the propriety of its refusing " 'to look behind the freely negotiated list.' " Id. at 12 (quoting Northeast Master Executive Council v. C.A.B., 506 F.2d 97, 105 (D.C.Cir.1974), cert. denied, 419 U.S. 1110, 95 S. Ct. 783, 42 L. Ed. 2d 806 (1975)). No appeal was taken from the CAB's denial of the two petitions, even though an appeal was available under 49 U.S.C. Sec. 1486, which provides in relevant part that "any" order of the Board "shall be subject to review by the courts of appeals of the United States" which "shall have exclusive jurisdiction to affirm, modify, or set aside the order complained of, in whole or in part, and if need be, to order further proceedings by the Board...." 49 U.S.C. Secs. 1486(a), (d). The statute further provides that the Board's findings, if supported by substantial evidence, shall be conclusive, 49 U.S.C. Sec. 1486(e).2

The complaint in the present action, which was filed on March 7, 1984, alleged that plaintiffs were all over age 40 and that many had, in the period April 12, 1983 to September 2, 1983, filed in various federal and state equal employment offices charges containing some or all of the allegations stated in the complaint. The complaint charged that the pilot seniority list resulting from the Gill arbitration award, which used a ratio formula "to insert large numbers of former National pilots under age 40 ahead of older and more experienced Pan Am pilots over the age of 40," p 11, was first implemented on a system-wide basis on March 28, 1983, and that it had been and would continue indefinitely to be implemented. Further, the complaint maintained that on June 15, 1983, Pan Am had caused to be furloughed, under the Gill seniority integration, three of the plaintiffs.

The complaint further alleged that "[b]y using and adopting, and by indefinitely continuing to use and adopt, the above-described seniority system in making employment decisions" defendant Pan Am has engaged in "willful and continuous violation" of both Sec. 4(a) of the Age Discrimination in Employment Act (ADEA), 29 U.S.C. Sec. 623(a), and Sec. 296 of the New York Human Rights Law, N.Y.Exec.Law Sec. 296; and that the four defendant unions, "[b]y actively supporting and/or acquiescing in, and by indefinitely continuing to actively support and/or acquiesce in, the above-described seniority system," had engaged in "willful and continuous violation" of Sec. 4(c) of the ADEA, 29 U.S.C. Sec. 623(c), and Sec. 296 of the New York Human Rights Law, and that they had thereby breached their duty under the Railway Labor Act, 45 U.S.C. Secs. 151, et seq., to fairly represent the interests of the plaintiffs. Plaintiffs sought injunctive relief, including an order directing defendants to construct and implement a seniority system which eradicated the effects of the allegedly unlawful employment practices described; damages to make them whole; liquidated damages; and attorneys' fees and costs.

Pan Am sought dismissal of the complaint on the grounds that the ADEA cause of action was time-barred and that the pendent claim should be dismissed for lack of jurisdiction. ALPA and FEIA also moved for dismissal on the grounds that plaintiffs' ADEA and duty of fair representation claims were time-barred and that the complaint constituted an impermissible collateral attack on a final order of the CAB.

At the end of a hearing held on October 31, 1984, Judge Ward issued an oral opinion and an order dismissing plaintiffs' complaint on the ground that it constituted an impermissible collateral attack on a final order of the CAB that had not been appealed in accordance with the provisions of Sec. 1006 of the Federal Aviation Act, 49 U.S.C. Sec. 1486(a). This appeal followed.

The principal issue is whether the integrated seniority list formulated by the parties' mutually-selected arbitrator pursuant to the CAB's labor protection provisions may, notwithstanding the CAB decision, be challenged through the present lawsuit on the ground that it violates plaintiffs' rights under the ADEA and the New York Human Rights Law. The starting point for consideration of that issue lies in Supreme Court decisions upholding de novo judicial determination of claims asserted under similar federal statutes, McDonald v. City of West Branch, 466 U.S. 284, 104 S. Ct. 1799, 80 L. Ed. 2d 302 (1984) (civil rights claim under 42 U.S.C. Sec. 1983); Barrentine v. Arkansas-Best Freight System, Inc., 450 U.S. 728, 101 S. Ct. 1437, 67 L. Ed. 2d 641 (1981) (Minimum wage provisions of Fair Labor Standards Act); Alexander v. Gardner-Denver Co., 415 U.S. 36, 94 S. Ct. 1011, 39 L. Ed. 2d 147 (1974) (Title VII action). Gardner-Denver has particular relevance for the reason that the prohibitions of the ADEA, enacted only a few years after Title VII, are in terms almost identical to those of Title VII, Hodgson v. First Fed. Sav. & Loan Ass'n, 455 F.2d 818, 820 (5th Cir.1972), and both laws have received parallel interpretations. Aronsen v. Crown Zellerbach, 62 F.2d 584, 589 (9th Cir.1981), cert. denied, 459 U.S. 1200, 103 S. Ct. 1183, 75 L. Ed. 2d 431 (1983). See also Oscar Mayer & Co. v. Evans, 441 U.S. 750, 756-58, 99 S. Ct. 2066, 2071-73, 60 L. Ed. 2d 609 (1979).

In Gardner-Denver, supra, the Supreme Court unanimously held that, since Congress intended to give federal courts parallel jurisdiction over a de novo proceeding, an employee's statutory right under Title VII to obtain judicial relief from discrimination in his employment is absolute and not barred or waived by his resort to the grievance-arbitration machinery of a collective-bargaining agreement. Congress, said the Court, intended

"to allow an individual to pursue independently his rights under both Title VII and other applicable state and federal statutes. The clear inference is that Title VII was designed to supplement, rather than supplant, existing laws and institutions relating to employment discrimination. In sum, Title VII's purpose and procedures strongly suggest that an individual does not forfeit his private cause of action if he first pursues his grievance to final arbitration under the nondiscrimination clause of a collective-bargaining agreement." Id., 415 U.S., at 48-49, 94 S. Ct. at 1019-1020.

The Court noted, as reasons for its decision, that the arbitrator's role was "to effectuate the intent of the parties rather than the requirements of enacted legislation," id. at 56-57, 94 S.Ct. at 1023-1024, that the arbitrator's competence "pertains primarily to the law of the shop, not the law of the land," id. at 57, 94 S.Ct. at 1024, that the record of arbitration is usually not as complete as that of a court proceeding, that the rights and procedures common to civil trials are often limited or unavailable and that arbitrators have no obligation to give their reasons for an award. These reasons were echoed and adopted in McDonald in support of the Court's holding that a federal court may not, in a civil rights action under 42 U.S.C. Sec. 1983, give preclusive effect to an arbitration award, concluding that arbitration is not the equivalent of a "judicial proceeding" within the meaning of 28 U.S.C. Sec. 1738. 104 S. Ct. at 1804.

Some of the Supreme Court's reasoning may not be as fully applicable to the arbitration proceeding in the present case as it was in Gardner-Denver and McDonald. For instance, the fairness of integrated seniority may have been resolved by the arbitrator consistently with the aims of ADEA. But we are persuaded that this difference in shading is not of sufficient significance to outweigh the statutory entitlement to the de novo determination provided for by Congress in its enactment of ADEA.

There remains, therefore, the question of whether, since Arbitrator Gill's order was appealed as of right to the CAB by way of a motion to set it aside and the CAB's resulting order was in turn appealable to a court of appeals, vested by statute with "exclusive jurisdiction" to hear such appeals, the principles of Gardner-Denver and McDonald still apply or whether the order of the CAB must be given collateral estoppel or preclusive effect. The answer turns largely on whether the issue before the administrative agency, in this case the CAB, was the same as that raised in the later court proceedings and whether the administrative agency had the authority to decide that issue. In City of Tacoma v. Taxpayers, 357 U.S. 320, 78 S. Ct. 1209, 2 L. Ed. 2d 1345 (1958), relied on by the district court, collateral attack was barred when the issue raised by the State of Washington in a proceeding before the state court, the legality and effect of a license issued by the Federal Power Commission, was the same as that raised by it earlier before the Commission itself, which was fully competent to resolve the issue, and was decided upon appeal by the Court of Appeals, which had "exclusive jurisdiction" to review the Commission's order. In Lambert Run Coal Co. v. Baltimore & Ohio R.R. Co., 258 U.S. 377, 42 S. Ct. 349, 66 L. Ed. 671 (1922), also cited by the district court, collateral attack upon an order of the Interstate Commerce Commission was barred since the issue raised in the later court proceeding was one which the ICC was explicitly empowered to decide.

On the other hand, when the administrative agency is neither authorized nor required to decide the issue later raised in a separate action, the court has jurisdiction to entertain the latter claim. In Beins v. United States, 695 F.2d 591 (D.C.Cir.1982), for instance, the court upheld the district court's jurisdiction to entertain a pilot's claim under the Federal Tort Claims Act against the government for damages based on alleged negligence of the Federal Aviation Commission. The government's contention that the plaintiff's sole remedy was an appeal to a court of appeals of the FAA's denial of medical certification was rejected on the ground that the determinations made by a court of appeals "are distinct conceptually from a finding of negligence." Id. at 598.

Applying these principles here, the record does not reveal any CAB ruling on the question now raised by the plaintiffs of whether the integrated seniority lists formulated by Arbitrator Gill were unfair as age-discriminatory. The CAB made no independent inquiry into possible age discrimination and held no evidentiary hearing. Indeed, none of the parties presented an issue based on age discrimination to the Board. In opposition to a motion by National Flight Engineers to confirm the award and in support of motions to set it aside, the Janus Group and PAPF argued only that their interests had not been adequately considered by the arbitrator, and that the ratio method used for part of the arbitrator's integrated seniority lists, in contrast to "time served" methods (DOH and LOS), was not a fair and equitable basis for integration.

Nor did the CAB indicate that it would have considered itself authorized to rule upon such an issue (unfairness based on age discrimination) if it had been raised. On the contrary, although it reviewed in detail Arbitrator Gill's 59-page decision, it repeatedly made clear that it considered its authority limited to deciding whether the arbitration had been conducted "in a fair and equitable manner " (LPP Sec. 3; emphasis added), i.e., as a procedural matter, rather than whether the terms of the award were substantively equitable. In short, it focused its attention on the procedures used by the parties to negotiate the seniority integration issue, to arrive at terms for arbitration of the issue when the negotiation failed, and to assure fair representation of union members in the arbitration itself.

"Our authority, however, over arbitration voluntarily undertaken by employee representatives in connection with a Board-approved acquisition or merger is confined to examining whether the arbitration was fairly and equitably conducted." CAB Order 82-4-75, at 3.

The Board's limited review of the merger (of seniority lists) claimed to have violated Sec. 3 of the LPPs is consistent with the limited jurisdiction over labor matters conferred upon it by 49 U.S.C. Sec. 1378(b) and with the Board's own interpretation of the scope of that jurisdiction, which is entitled to considerable weight. See, e.g., Youakim v. Miller, 425 U.S. 231, 235, 96 S. Ct. 1399, 1402, 47 L. Ed. 2d 701 (1976) ("The interpretation of a statute by an agency charged with its enforcement is a substantial factor to be considered in construing the statute."); Manchester Environmental Coalition v. E.P.A., 612 F.2d 56, 59 (2d Cir.1979). As the Board has noted, despite its imposition of the LPPs,

"it has been the Board's longstanding policy that the matters encompassed herein should be resolved by voluntary agreement between the carrier and the labor groups or employees involved or, failing agreement, by arbitration. This policy with respect to seniority integration is reflected in sections 3 and 13 of the labor protective conditions." American-Trans Caribbean Merger, 57 C.A.B. 581, 585 (1971), aff'd sub nom. American Airlines v. C.A.B., 445 F.2d 891 (2d Cir.1971), cert. denied, 404 U.S. 1015, 92 S. Ct. 681, 30 L. Ed. 2d 663 (1972). (Footnotes omitted).

The purpose and scope of the LPPs is extremely limited:"[W]e have characterized LPP's as 'an extraordinary intervention ... into the employer-employee relationship.' ... [W]e have repeatedly refused to become entangled in carrier-employee labor disputes, because our jurisdiction is limited, we lack expertise in labor relations, and there are better equipped, more competent forums available to handle labor disputes. Moreover, it is important to recognize that the primary intent of the Board's LPP's historically has been to prevent disruptions in the national air transportation system. Their purpose has not been to benefit carrier employees directly, or to avoid labor unrest with particular air carriers." Texas International-Continental Acquisition Case, CAB Order 81-10-66, at 11 (footnotes omitted).

In implementation of its limited authority the Board will scrutinize a freely-negotiated integrated seniority list "only on a showing of bad faith, or deliberate attempt to subvert the Board's order, or other compelling circumstances," Delta-C & S Seniority List, 29 C.A.B. 1347, 1349 (1959), aff'd sub nom. Outland v. C.A.B., 284 F.2d 224 (D.C.Cir.1960). The Board will not find Sec. 3 of the LPP's satisfied unless it determines that the groups of employees affected have been adequately represented in formulating the list.

With these exceptions, which go to the "manner" in which the arbitration was conducted, the CAB leaves the resolution of all other issues to the parties or their mutually-selected arbitrator. Indeed, the CAB has acknowledged that a finding by it that seniority lists have been integrated "in a fair and equitable manner" does not necessarily bar petitioners from challenging the legality of the lists themselves in court. In Delta-C & S Seniority List, supra, 29 C.A.B. at 1350, it stated (after rejecting petitioners' claim that the merged list was not fair and equitable), "[w]e take no position on whether petitioners have a cause of action cognizable by the courts." See also Pan Am-TWA Route Exchange Agreement, CAB Order No. 80-6-95, at 4 ("We will not ... review the merits of a challenged [seniority integration list] award, the merits including questions of law and questions of fact."). In a case in which petitioner charged that he had been subjected to age discrimination and sought damages, the CAB explicitly stated that "[a]ge discrimination is outside the scope of the LPP's." Caribbean-Atlantic Airlines, Inc.-Eastern Air Lines, Inc., Acquisition Case, CAB Order 80-10-65, at 2.

Thus, because of the ADEA's statutory grant of de novo review and the CAB's lack of authority to adjudicate the age-discrimination issue later raised in the present action, this action is not barred by reason of the collateral attack doctrine. Our conclusion that the district court has jurisdiction to consider the ADEA claims is not inconsistent with the principal authorities relied on by Judge Ward. For reasons already noted, City of Tacoma, supra, and Lambert Run Coal Co., supra, are clearly distinguishable. No ADEA, Title VII or similar claims were asserted in Kesinger v. Universal Airlines, Inc., 474 F.2d 1127 (6th Cir.1973), and Oling v. Air Line Pilots Ass'n, 346 F.2d 270 (7th Cir.), cert. denied, 382 U.S. 926, 86 S. Ct. 313, 15 L. Ed. 2d 339 (1965). Those two decisions did not rule upon the substantive fairness of integrated seniority lists but on whether the unions had breached their duty of fair representation before the CAB, an issue over which the CAB has jurisdiction because it bears directly on whether the lists were arrived at in a fair and equitable "manner" as provided for by LPP Sec. 3. But even if the CAB's authority were enlarged to permit it to rule on the substantive fairness of the integrated seniority lists, we believe, for the reasons already stated, that plaintiffs would not be precluded from obtaining a de novo federal court review of that issue. Gardner-Denver, supra; McDonald, supra.

We find ourselves unable, for the reasons already indicated, to follow the District of Columbia Circuit's decision in Carey v. O'Donnell, 506 F.2d 107 (D.C.Cir.1974), cert. denied, 419 U.S. 1110, 95 S. Ct. 783, 42 L. Ed. 2d 806 (1975), upon which Judge Ward relied. The court there held that the district court lacked jurisdiction over plaintiffs' claim that the defendants had violated the ADEA, in view of the court's approval on the same day, in Northeast Master Executive Council v. C.A.B., 506 F.2d 97, cert. denied, 419 U.S. 1110, 95 S. Ct. 783, 42 L. Ed. 2d 806 (1975), of the Board's dismissal of petitions alleging that the underlying integration of seniority lists had not been arrived at in a "fair and equitable manner." The D.C. Circuit purported to rely on the rationales expressed in Kesinger, supra, and Oling, supra, which are clearly distinguishable for the reasons we have noted above. Moreover, it did not analyze the claims before the district court, the limited authority of the CAB, and the right to a de novo trial of ADEA claims, but merely stated in conclusory fashion that the action amounted to a collateral attack on the seniority lists approved by the Board.

Our holding that federal jurisdiction exists over plaintiffs' ADEA claims is not intended to imply that the claims have merit or that plaintiffs will have the right to reopen the integrated seniority lists formulated by the parties' mutually selected arbitrator. Although the complaint's allegations of "willful and continuous violation of Section 4(a) of the ADEA" (Compl. paragraphs 14, 16) at first blush appear to sound in terms of discriminatory intent with respect to each of the plaintiffs, this case is governed by Sec. 4(f)(2) of the ADEA, 29 U.S.C. Sec. 623(f)(2). That section insulates an employer or labor organization from ADEA liability for observing the terms of a "bona fide seniority system ... which is not a subterfuge to evade the purposes" of the ADEA.

The criterion for determining whether a seniority system is a "bona fide" one is stated in the pertinent regulation issued under the Act, 29 C.F.R. Sec. 1625.9(a) (1984), which provides that "[t]hough a seniority system may be qualified by such factors as merit, capacity, or ability, any bona fide seniority system must be based on length of service as the primary criterion ...". Since the merged list uses length of service at the top and bottom ends of the list and uses length of service combined with a ratio between the two former lists for the middle of the merged list, it would appear to satisfy the test that length of service be the "primary criterion."

With respect to the requirement that a seniority system not be a "subterfuge," a term that implies discriminatory or evasive intent, as in Sec. 703(h) of the Civil Rights Act, 42 U.S.C. Sec. 2000(e)-2(h), see American Tobacco v. Patterson, 456 U.S. 63, 64-65, 102 S. Ct. 1534, 1535-1536, 71 L. Ed. 2d 748 (1982), the same regulation states that "a purported seniority system which gives those with longer service lesser rights ... may, depending on the circumstances, be a 'subterfuge to evade the purposes' of the Act." Id. at Sec. 1625.8(b). Among the circumstances to be considered in this case are the validity of the reasons advanced by the unions for the use of a ratio method in the middle of the list, as well as the validity of plaintiffs' claim that defendants have engaged in "willful" discrimination.

The mere fact that plaintiffs would have fared better under a different scheme does not show that the merged seniority list is a "subterfuge" to evade the ADEA, especially in view of the distinction that must be drawn between age and seniority, in the absence of any evidence in the present record that the union representatives acted in bad faith or with an age-discriminatory motive in arriving at a compromise, or that Pan Am so acted in accepting and implementing it. That compromise recognized that a straight "time served" method would discriminate unfairly in favor of a large number of furloughed Pan Am pilots against actively employed National pilots bringing jobs with them to the merger, and it therefore adopted a ratio method for the middle portion of the integrated seniority list. As the CAB observed:

"Arbitrator Gill was faced with totally opposed positions for the integration of the seniority lists, and the parties were fully permitted to develop their cases supporting their separate positions in a record involving over 4,700 transcript pages and hundreds of exhibits. In the end the arbitrator did what most arbitrators do--he picked parts of the different positions and made compromises to arrive at what he believed was an equitable result. There is no way, given the sharply divergent and contested positions of the parties, that the arbitrator could ever reach a result that was fully acceptable to all parties--to say nothing of the individual pilots and flight engineers whose interests were represented in the proceeding. That is an inevitable result of arbitration. The fact that dissatisfaction remains is no basis for requiring another seniority integration." CAB Order 82-4-75, at 13.

Plaintiffs' claim that the defendant unions violated their duty of fair representation in the CAB proceeding stands on an entirely different footing from plaintiffs' ADEA claim. To make out this claim plaintiffs must prove that the "union's conduct toward a member of the collective bargaining unit [was] arbitrary, discriminatory, or in bad faith." Vaca v. Sipes, 386 U.S. 171, 190, 87 S. Ct. 903, 916, 17 L. Ed. 2d 842 (1967). Subsequent interpretations have established that proof of mere negligence or errors of judgment on the part of the union is insufficient.

"To succeed [in a suit for violation of the duty of fair representation] under Sec. 301 [of the Labor Management Relations Act, 29 U.S.C. Sec. 185], an employee must show 'substantial evidence of fraud, deceitful action or dishonest conduct,' ... 'hostile discrimination,' ... arbitrariness or irrationality, ..., or conduct in bad faith....

"As long as the union acts in good faith, courts cannot intercede on behalf of employees who may be prejudiced by rationally founded decisions which operate to their particular advantage." (Citations omitted). Capobianco v. Brink's Inc., 543 F. Supp. 971, 975 (E.D.N.Y.1982), aff'd mem., 722 F.2d 727 (2d Cir.1983).

The CAB's statutory authority under 49 U.S.C. Sec. 1486(a), as amplified by Sec. 3 of the LPPs, requires it, in order to rule upon whether seniority lists have been integrated in a "fair and equitable manner," to determine whether the unions involved have fairly represented their members in the negotiations and ensuing arbitration proceedings. Moreover, the CAB did just that in the present case. The Board found, as had Arbitrator Gill, that the interests of all the employee groups had been vigorously represented throughout the proceedings and that neither the Janus Group nor PAPF had shown a violation of the unions' duty of fair representation:

"Neither group, both formed to forward the views of some Pan Am furloughees and pilots, respectively, who were otherwise represented in the intra-union arbitration by Pan Am Engineers and Pan Am pilots, has shown that these union representatives breached their duty of fair representation. The record before us amply demonstrates that all union parties vigorously advocated positions on seniority integration advantageous to their members. Janus Group, in addition, appeared in the arbitration to express, directly to Arbitrator Gill, its position for furloughees. To the extent that some of the parties failed to prevail in the substance of their views, and hence occasioned disappointment for certain furloughees and pilots, that is not grounds for our review of the intrinsic nature of the integration system established by the award. It is well-settled that the Board properly 'decline[s] to review and to enter judgment on the merits of * * * [union representatives'] negotiated resolution of * * * [an internal union] seniority dispute arising out of a merger' if satisfied 'that the resolution was reached in a fair and equitable manner.' Here, the record shows that the labor parties adopted fair and equitable procedures--four-way negotiation, mediation, and final and binding arbitration--to resolve their differences on merged seniority; and that the procedures were faithfully carried out--even to the unanimous selection of an eminent arbitrator in airline seniority matters." CAB Order 82-4-75, at 11 (footnote omitted).

Since the CAB is empowered to and did resolve the fair representation claim, and since plaintiffs are not entitled to de novo adjudication by a district court of that claim, the district court's dismissal of the claim as an impermissible collateral attack on the CAB's final order is affirmed.

Appellees next contend that the district court's dismissal of the action should be affirmed on the ground that appellants' ADEA claim is time-barred for failure to file charges with the EEOC within the required 300 days after "the alleged unlawful employment practice occurred". 29 U.S.C. Sec. 626(d)(2). This requires us to "identify precisely the 'unlawful employment practice' of which [the plaintiff] complains." Delaware State College v. Ricks, 449 U.S. 250, 257, 101 S. Ct. 498, 503, 66 L. Ed. 2d 431 (1980). Appellees argue that the unlawful practice here occurred in September 1981 when the Gill arbitration award was filed and published by Pan Am, more than 300 days before plaintiffs' filing of their ADEA charges with EEOC. Plaintiffs, on the other hand, contend that the crucial event for ADEA time-bar purposes did not occur until March 28, 1983, when Pan Am first implemented the alleged discriminatory seniority lists by making assignments in accordance with them, as alleged in Par. 12 of their complaint, and that their claim did not accrue until that time, which was within 300 days prior to the filing of their ADEA charges with the EEOC. Moreover, plaintiffs argue, even assuming their claim first accrued in 1981, the violation was a continuing one, thereby making timely their filing of EEOC charges, and the implementation of the seniority system was not a mere consequence or manifestation of the earlier conduct. See Chardon v. Fernandez, 454 U.S. 6, 8, 102 S. Ct. 28, 29, 70 L. Ed. 2d 6 (1981).

We have recently held that "[w]hen employees are hired or refused employment pursuant to a continuous practice and policy of discrimination, the commencement of the statute of limitations period may be delayed until the last discriminatory act in furtherance of it, Association Against Discrimination in Employment, Inc. v. City of Bridgeport, 647 F.2d 256, 274 (2d Cir.1981), cert. denied, 455 U.S. 988, 102 S. Ct. 1611, 71 L. Ed. 2d 847 (1982), provided such a continuing violation is clearly asserted both in the EEOC filing and in the complaint."3 Miller v. I.T. & T., 755 F.2d 20, 25 (2d Cir.1985). In Morelock v. NCR Corp., 586 F.2d 1096, 1103 (6th Cir.1978), cert. denied, 441 U.S. 906, 99 S. Ct. 1995, 60 L. Ed. 2d 375 (1979), for instance, the court held that "adoption of a seniority system, if discriminatory as to age, constitutes a continuing violation of the ADEA as long as that system is maintained by the employer." See also E.E.O.C. v. Home Ins. Co., 553 F. Supp. 704 (S.D.N.Y.1982); but cf. Bronze Shields, Inc. v. N.J. Dept. of Civil Service, 667 F.2d 1074 (3d Cir.1981), cert. denied, 458 U.S. 1122, 102 S. Ct. 3510, 73 L. Ed. 2d 1384 (1982). Applying these principles here, we hold that the alleged discriminatory violations in the present case must be classified as continuous ones, giving rise to claims accruing in favor of each plaintiff on each occasion when the merged seniority list was applied to him, provided he filed such charges with the EEOC, which he would be required to establish on remand, Miller v. I.T.T., supra, 755 F.2d at 25.

Appellants' final contention, that appellees should be estopped from asserting the ADEA time-bar defense, needs little discussion. In Price v. Litton Business Systems, Inc., 694 F.2d 963, 965 (4th Cir.1982), the court refused to find estoppel in the absence of a finding that the failure to make a timely filing was in consequence "either of a deliberate design by the employer or of actions that the employer should unmistakably have understood would cause the employee to delay filing his charge." Accord Kriegesmann v. Barry-Wehmiller Co., 739 F.2d 357, 359 (8th Cir.), cert. denied, --- U.S. ----, 105 S. Ct. 512, 83 L. Ed. 2d 402 (1984). See also Pfister v. Allied Corp., 539 F. Supp. 224, 227 (S.D.N.Y.1982) (no estoppel where "no allegation that the defendant acted in bad faith or deceitfully lured the plaintiff into settlement discussions, or that it attempted in any way to cause the plaintiff to miss the appropriate filing date").

Appellants here have not satisfied their burden on this issue. They make no estoppel argument against Pan Am. Against the defendant unions, they fail to allege detrimental reliance on any union representations. Nor could they do so, in view of Pan Am's posting of the seniority lists in March 1981 and the retention by PAPF in May 1981 of the same law firm that currently represents plaintiffs.

The order of the district court is affirmed in part and reversed in part. The case is remanded for further proceedings consistent with this opinion.

                            APPENDIX A
                 PLAINTIFFS WHO FILED CHARGES WITH
                     E.E.O.C. OR STATE AGENCY
     NAME           ADDRESS                   CITY        ST   ZIP
AINSWORTH JR    9365 Spencer             Las Vegas        NV  89123
ALEXANDER DB    18 Birchwood Lane        Ramsey           NJ  07446
BANDY JM        7 Merwin Bk. Rd.         Brookfield Ctr.  CT  06805
BARNES KE       2244 Nightingale Dr.     Santa Rosa       CA  95401
BENTON, JE      Rt. 9, Box 275           Goldsboro        NG  27530
BERGAD JR       P.O. Box 425             Torrington       CT  06790
BILLINGS MX     641 S. Rivershire Dr.    Conroe           TX  77304
BLEDSOE RP      P.O. Box 427             Cockeysville     MD  21030
BOLING JR       52 Squires Rd.           Madison          CT  06443
BOWLES ME       Rte. 6, Box 168A         Charlottesville  VA  22901
BROWN JM        204 E. Deer Park Dr.     Gaithersburg     MD  20877
BURMASTER RA    Rte. 1, Box 349 E        Leesburg         VA  22075
CAMPBELL JD     3718 Divisadero St.      San Francisco    CA  94123
CARDINAL DP     552 Pinelawn Ave.        Belleair         FL  33516
CLARKE FR       19 Viejo Way             Novato           CA  94947
COOK JC         76 Davenport Dr.         Stamford         CT  06902
COOL CE         Box 151                  Henderson
                                           Harbor         NY  13651
CORY DC         RD 2                     Frenchtown       NJ  08825
DAHONEY TG      129 Clapp Road           Scituate         MA  02066
DAVIS MK        4908 Overview Dr.
                  Apt. 1212              Arlington        TX  76017
DELAVAN WP      67 Highpoint Dr.         Gulf Breeze      FL  32561
DONNELLY WJ     15601 S.W. 83rd Ave.       Miami            FL  33157
DURANT RJ       106 Hessian Hill Dr.     Pennington       NJ  08534
EAGER CE        103 Lincklaen St.        Cazenovia        NY  13035
ECKEL R         P.O. Box 30664
                  JFK Airport            Jamaica          NY  11430
ENDRESEN DA     Box 45
                  Botsford Hill Rd.      Roxbury          CT  06783
FINLEY CB       P.O. Box 7671            Woodlands        TX  77387
FRAGA RM        1540 Mancha Dr.          Boulder City     NV  89005
FRANK RK        Box 615                  Shelter Island   NY  11964
FREEMAN CE      7747 Carrleigh Pkwy.     Springfield      VA  22152
GAUTHIER RW     3322 Cowper St.          Palo Alto        CA  94306
GRAY JE         RFD 1, Box 186           Bethlehem        CT  06751
GREEN JG        498 Scotts Lndg. Rd.     Southampton      NY  11968
GRISEL GR       7475 Estrella Cir.       Boca Raton       FL  33433
HALL RH         P.O. Box KK              Wellfleet        MA  02667
HAMMES PL       24 Governors Lane        Bethel           CT  06801
HANDLEY FK      2519 Manhattan Ave.      Manhattan Beach  CA  90266
HANSEL KA       P.O. Box 4021            Burlingame       CA  94011
HARGIS RO       225 Montalvo Rd.         Redwood City     CA  94062
HERNDON WK      42 Crest Dr.             Little Silver    NJ  07739
HOWE JG         P.O. Box 101             Greendell        NJ  07839
HUBBARD DG      5926 S. 73rd E Ave.      Tulsa            OK  74145
JARBOE RL       318 Lake June Dr.        Lake Placid      FL  33852
KAWAMOTO DK     6850 Glenview Dr.        San Jose         CA  95120
KELLEY RC       483 N.W. 105th Dr.         Coral Springs    FL  33065
KIRKMAN JD      2303 E. 2nd St #3        Bloomington      IN  47401
KLAU DA         15 Pond Side Lane        West Simsbury    CT  06092
KORCHECK SM     1480 Coronet Dr.         Reno             NV  89509
LEE WR          2106 Oriole CT           Fairfield        CA  94533
LOCHER AH       151 Clapboard Ridge      Danbury          CT  06810
LUDWIN RJ       RR 1 North Rd.           New Milford      CT  06776
LYNCH EJ        3002 Yorkshire Rd.       Doylestown       PA  18901
MALO ME         11500 Fairway Dr. #507   Reston           VA  22090
MANIOUDAKIS EX  RD 3 Box 372             Somerset         NJ  08873
MARKHAM DA      7411 N.W. 8th Court      Plantation       FL  33317
MATEI MM        1913 Kenilworth Ct.      Toms River       NJ  08753
MAYO DQ         Rte. 2 Box 85,Sunset
                  Dr.                    Ottsville        PA  18942
MCAULEY GH      928 Peninsula Ave #409   San Mateo        CA  94401
MCGRORY RC      501 East Mill Road       Flourtown        PA  19031
MCVAY PR        Route 1 Box 63           Roxbury          CT  06783
MEIXSELL CF     202 Summer Ave.          Horsham          PA  19044
MILLER JW       15 Greta Dr.             Danbury          CT  06810
MOON EE         745 Windward Rd.         Jackson          MS  39206
MURPHY BP       5900 Sarah Ct.           Austin           TX  78731
NORDMAN VJ      5109 Green Acres Ct.     Metairie         LA  70003
O'BRIEN WJ      73 Princess Anne Ct.     Warrenton        VA  22186
O'NEIL RF       474 Pepperwood Ct.       Marco Island     FL  33937
OBER RI         3 Thornwood Ct.          Setauket         NY  11733
OLESEK FW       9421 S.W. 147th St.        Miami            FL  33176
PARRISH BP      2970 Avalon Ave.         Berkeley         CA  94705
PAUL RV         8800 S.W. 123d Ct., J-203  Miami            FL  33186
PERRY RA        1152 St. John Place      Santa Ana        CA  92705
PICKEN WR       48 Big Oak Lane          Stamford         CT  06903
PLATTE CR       83 Kellogg Dr.           Wilton           CT  06897
POST RR         Route 1 Box 357          Newport          WA  99156
RAHISER WS      P.O. Box 306             Branford         CT  06405
RENNINGS AA     Box 124 RD #2,
                  Jonestown Rd.          Oxford           NJ  07863
SALKOVICS AJ    3144 Goldenspur          Camarillo        CA  93010
SCHWAB EA       2615 Majestic Dr.        Wilmington       DE  19810
SHEPARD HE      38 Jenkins Rd.           Franklin         NJ  07416
SLOAN GC        521 Altivo Ave.          Watsonville      CA  95076
STANNARD LA     129 Newton Ave.          Norwalk          CT  06851
TAUBERT AR      Rte. 3, Foxrun Lane S    Newtown          CT  06470
UGIANSKIS RX    PO Box 16, Candlewood
                  Isle                   New Fairfield    CT  06812
VAN WYK PD      68 New Garden Ave.       Lancaster        PA  17603
WARREN VF       P.O. Box 579             Carnelian Bay    CA  95711
WEAVER RH       1533 Sopera Ave.         Coral Gables     FL  33134
WENK PJ         52 Wellsweet Dr.         Madison          CT  06443
WILDER JB       251 Hickory Lane         Roxbury          CT  06783
WILLEUMIER RC   618 Hill Street          Barrington       IL  60010
WIRKKI TK       Box 423                  Salem            NY  12865
WYSARD JF       RR 2, Box 91, West
                  Lake Rd.               Mayville         NY  14757
ACKROYD KG      5331 Castle Hills Dr.    San Diego        CA  92109
BLAYDON CJ      245 West Maple Ave.      Langhorne        PA  19047
DATER MR        RD Box 5                 Salisbury        CT  06409
DUNPHY WW       4 Limekiln Rd.           Ridgefield       CT  06877
ENGLISH RB      103 Main St.             Centerbrook      CT  06409
GASKILL JP      1335 Wood Park Dr.       Kennesaw         GA  30144
GERT WA         8815 N.E. 28th St.         Bellevue         WA  98004
HAKIM PR        1881 Cragin Dr.          Bloomfield
                                           Hills          MI  48013
HOLLAND DK      107 Pt O'Woods Dr.       Toms River       NJ  08753
KURTZ D         Paradise Valley Rd.
                  RFD #1 Box 310-W       Bethlehem        CT  06751
MOREY RL        295 Morningsun Ave.      Mill Valley      CA  94741
NEUMEISTER JT   9 Baldwin Dr.            Sussex           NJ  07461
RHODES EA       3343 N.E. 116th St.      N. Miami Beach   FL  33160
STEFFAN KJ      253 Farview Ave.         Long Valley      NJ  07853
TURNER EB       20 Mt. Foraker Ct.       San Rafel        CA  94903
WAGER R         Skyline Ranch Box 8      Jackson          WY  83001
WEAVER LG       Elvirasteig 43           1 Berlin 37
                                  APPENDIX B
                          PLAINTIFFS WHO ARE OPTING
                               INTO THIS ACTION
      NAME                ADDRESS               CITY            ST       ZIP
ABRAHAM JW        12831 Viscaino Rd.       Los Altos
                                             Hills              CA      94022
ADAMS FE          8 Autumn Ridge Rd.       Weston               CT      06883
ADAMS RJ          217 Woodland Dr.         Osprey               FL      33559
ALFORD TL         83 Robin Ridge Dr.       Madison              CT      06443
AMOS JI           2703 St. James Rd.       Belmont              CA      94002
ANDING JD         River Rd.                Wash Crossing        PA      18977
ANTILL WZ         3459 N.E. 30th Ave.        Lighthouse Pt        FL      33064
ARCHER EL         506 S. Union Ave.        Fergus Falls         MN      56537
ARCHER SH         7340 S.W. 132nd St.        Miami                FL      33156
ARFSTEN KE        616 Rinaldo St.          Santa Rosa           CA      95405
AVINELIS FE       825 Wootten Dr.          Kerman               CA      93630
BAKER FA          17 Betsy Lane            Ambler               PA      19002
BALDINGER JE      P.O. Box 662             Pullman              WV      26421
BARKER HM         155 N. Harbor Dr.
                    #1712                  Chicago              IL      60601
BARNETTE JL       140 N.E. 53 Ct.            Ocala                FL      32671
BEENE JT          4028 Lynbrook Lane       Arlington            TX      76015
BEHRE RE          101 Sagamore Dr.         Murray Hill          NJ      07974
BERDEAUX BJ       P.O. Box 66-1335         Miami Springs        FL      33266
BERGER RL         3100 N.E. 49th St. #1102   Ft. Lauderdale       FL      33308
BETHEA WD         2716 Creekbed Lane       Charlotte            NC      28210
BLACK LD          RD 8 Box 236             Flemington           NJ      08822
BLUM JE           137 Elm St.              San Mateo            CA      94401
BRAISTED SC       5961 S.W. 17th St.         Plantation           FL      33317
BREEN CA          149 Northbridge Ave.     Warwick              RI      02886
BRICKEY RE        2314 South 22nd E.       Salt Lake City       UT      84109
BROWNING DG       740 Penfield St.         Longboat Key         FL      33548
BUTLER DE         Wolzogenstr 17           1 Berlin 27
BUTLER RE         3840 Wood Ave.           Coconut Grove        FL      33133
BUTTERILL JB      4104 N.E. 16th Ave.        Ft. Lauderdale       FL      33334
CALVERT JD        10362 Center Dr.         Villa Park           CA      92667
CANEDY DJ         4666 Vernette Dr.        El Cajon             CA      92020
CANTARANO TF      3530 W. 187th St.        Torrance             CA      90504
CARROLL PL        967 W Rambling Dr.       W. Palm Beach        FL      33411
CASEY TB          18 Ellsworth Park        Cambridge            MA      02139
CASSOTIS JN       9 Forest St.             Londonderry          NH      03053
CAVALLARO CF      Box 704                  Sharon               CT      06069
CHAMBERLAIN KS    6677 Villa Bonita Rd.    Las Vegas            NV      89102
CLACK RH          RR Box 380               Hamburg              NJ      07419
COHEN SX          Bozener Str. 11          1000 Berlin 62
COLES AE          RD 1 Box 505-B           Stockton             NJ      08559
COMPTON HG        1 Cove Rd.               Brookfield           CT      06804
COOKE WM          407 Sylvia Way           San Rafael           CA      94903
COOPER DE         240 NW Ferry St.         Poulsbo              WA      98370
COOPER JD         RD #1 Box 93             Columbus             NJ      08022
COSHLAND GC       2282 Dosinia Ct.         Reston               VA      22091
CRISTMAN VD       76 Locker St.,
                    P.O. Box 151           Beachwood            NJ      08722
CROWL DL          9 Hemlock Dr.            Deep River           CT      06417
CUNNINGHAM JJ     615 Millcross Rd.        Lancaster            PA      17601
CUTCHIN AA        RFD 2 Box 149            Onancock             VA      23417
DAVIS CR          P.O. Box 3339            San Clemente         CA      92672
DICKINSON DC      1212 Winter Spring B     Winter Springs       FL      32708
DIETER CJ         258 East Wood Rd.        Roxbury              CT      06783
DORSEY RM         Roxbury Station          Roxbury              CT      06783
DRENNAN DC        219 Paseo Del Rio        Moraga               CA      94556
DREW HE           16200 Mt. Rose Highway   Reno                 NV      89511
DUNKLEE JC        P.O. Box 4166            Incline Village      NV      89450
DWYER DJ          5 Summit St.             Rensselaer           NY      12144
EUBBS SK          20 Mtn. Laurel Lane      Fletcher             NC      28732
EDGERLY DF        57 Rita Dr.              New Fairfield        CT      06810
EGERER RA         1480 Bradley Rd.         Bow                  WA      98232
ELLISON GL        20775 Salida Terr.       Boca Raton           FL      33433
FAGERLAND DD      6000 93rd Ave. SE        Mercer Island        WA      98040
FALZARANO VL      7900 S.W. 146th St.        Miami                FL      33158
FARRINGTON ID     4260 Pines Rd.           Paducah              KY      42001
FELL DM           P.O. Box 615             Homer                AK      99603
FERNANDES DR      R.D. 6, Box 342          Flemington           NJ      08822
FIGUEROA FH       9280 Font'bleau Blvd.    Miami                FL      33172
FINDLAY DJ        P.O. Box 310             Gig Harbor           WA      98335
FLATTER DE        2630 N.E. 51st St.         Lighhouse Pt.        FL      33064
FLEISCHER RH      349 Vista Linda Dr.      Mill Valley          CA      94941
FLYNTZ J          63 Summit Rd.            Sparta               NJ      07871
FOURNET DJ        154 Gerald Dr.           Danville             CA      94526
FOXWORTH TG       5449 Rutherford Dr.      Woodbridge           VA      22193
FRIEND PE         2404 Lakefrt Dr.         Knoxville            TN      37922
FROST S           2760 N.E. 23rd Place       Pompano Beach        FL      33062
FUSTER AS         8125 Westbourne Dr.      Pensacola            FL      32506
GAGE LC           2255 Sunrise             Reno                 NV      89509
GALLI RP          11 Gill St.              Exeter               NH      03833
GEORGE RL         6605 Tina Lane           McLean               VA      22101
GICK RP           2363 Greenswaro S.       Warrington           PA      18976
GIDDENS DR        390 Everett Place        Danville             CA      94526
GIROUARD NG       1701 N.E. 64th St.         Ft. Lauderdale       FL      33334
GOLIBER JT        25 Pine Hill Bend        Ballston Lake        NY      12019
GOOLSBY TE        RD 1 Sunset Lane         Washington Depo      CT      60794
GORMAN LR         P.O. Box 20862           Billings             MT      59104
GREINER RM        465 Harwood Ave.         Satellite Bch.       FL      32937
GUETTLER DP       Gustav Freytag 15        1 Berlin 33
HAMAN DB           PO Box 131, Candlewood
                    Isle                   New Fairfield        CT      06812
HARLAN RR         5850 Cameron Run Ter.    Alexandria           VA      22303
HATCH TE          9 Appletree Way          Long Valley          NJ      07853
HEATHCOCK AD      524 Fawns Walk           Annapolis            MD      21401
HEEMSTRA JW       Winston Dr.              Washington Depo      CT      06794
HEINRICH RW       P.O. Box 1575            Allentown            PA      18105
HEWLETT BN        Bogus Hill #248          New Fairfield        CT      06812
HICKS LM           169 Rutledge Ct.        Conroe               TX      77302
HOFF TL           1503 Quaker Ridge        Austin               TX      78746
HOFFMAN DJ        1800 S.W.  *647. 75th Terr.     Plantation           FL      33317
HOFFMAN R         17 Skylark Rd.           Bloomingburg         NY      12721
HORROCKS AG       56 Old Bridge Rd.        Brookfield           CT      06804
HUBER DE          420 N.E. 9th Ave.          Ft. Lauderdale       FL      33301
HUDSPETH CB       1099 Tilton Rd.          Sebastopol           CA      95472
HUESMAN MJ        73 Shore Land Dr.        Key Largo            FL      33037
HUNSBERGER LM     7194 Hillcrest Dr.       Macungie             PA      18062
HURD TL            P.O. Box 1384           Park City            UT      84060
HUSKEY BP         Rt. 7 Box 163, South
                    Rugby Rd.              Hendersonville       NC      28739
ISRAELITE DX      116 Central Park So.     New York             NY      10019
JOHNSTON IR       2361 Morrison Lane       Suisun               CA      94585
JONES JH          741 Marshall St.         Beverly              NJ      08010
JORGENSEN CW      47 Mohawk Ave.           Corte Madera         CA      94925
JUNG DH           Clayallee 44             1000 Berlin 33
KANE TJ           1228 S. Inverness Way    Fresno               CA      93727
KANODE JS         Wingfield Res. Est.,
                    1763 Cocoplum Ct.      Longwood             FL      32779
KASPAR MA         Box 321                  Lumberton            NJ      08048
KAST R            41 White Pine Dr.        Brookfield Ctr.      CT      068085
KAY RE            RD 2 Box 162E            New Hope             PA      18938
KELLY PL          P.O. Box 331S Rd.,
                    Rhododendron Rd.       Fitzwilliam          NH      03447
KELLY WH          85 Viscount Dr., A-62    Milford              CT      06480
KIEHLE GA         1486 Country Club Dr.    Los Altos            CA      94022
KILLER RE         3309 Melendy Dr.         San Carlos           CA      94070
KILLMON BC        RT 1 Box 756             Moore Haven          FL      33471
KLINE WJ          P.O. Box 66              Elkton               FL      32033
KNOWLES HW        1697 N. Goldeneye Ln.    Homestead            FL      33030
KNUDSON RC        2200 Panorama Way        Salt Lake City       UT      84124
LAMAR JW          7007 Erland Rd.          Santa Rosa           CA      95405
LAMBERT TD        Laurel Lane              New Castle           NH      03854
LARSON LT         5213 N.W. 58th Court       Gainsville           FL      32606
LASH JF           578 Caber Drive          Santa Rosa           CA      95405
LAUMEYER RH       Box 548                  Teton Village        WY      83025
LEET AC           4493 Faraone Court       San Jose             CA      95136
LEGARE MT         3761 N.W. 100th Ave.       Coral Springs        FL      33065
LESTER GT         2171 30th Ave.           San Francisco        CA      94116
LEWIS EW          Box 2102                 Castro Valley        CA      94546
LIGHT HA          2870 N.W. 107 Ave.         Coral Springs        FL      33065
LIVINGSTON DB     19 Stoney Brook Rd.      Holmdel              NJ      07733
LONGLEY JD        240 Shore Drive P.O.
                    Box 567                Ozona                FL      33560
LOWRY JR          4 Miller Place Rd.       Miller Place         NY      11764
MACGLASHAN DH     78 Nut Plains Rd.        Guilford             CT      06437
MAGUIRE JM        Harborview Dr., Box 321  Essex                CT      06426
MANCHESTER SA     99 Broadmoor Ct.         Novato               CA      94947
MANN KA           981 Bluebird St.         Naples               FL      33942
MARINO JM         25 Spring Garden Ave.    Colts Neck           NJ      07722
MASON T           350 Orion Court          Merritt Island       FL      32953
MAYER RL          220 Ersilia Trail        Alamo                CA      94507
MCALINDEN GI      3 Elm S., PO Box 194     Hopewell             NJ      08525
MCCONNELL RH      1330 Concord St.         Los Altos            CA      94022
MCEWAN JL         Rose Farm Center Rd.     Lyndeboro            NH      03082
MCKAY EA          19 Elizabeth's Way       Chatham              MA      02633
MCLAY D           920 Lake Forest Rd.      Clearwater           FL      33575
MCLEAN BE         1116 S.W. 4th Court        Gresham              OR      97030
MICHEL FL         3215 Norman Dr.          Reno                 NV      89509
MILLER C          235 Linden Dr.           Boulder              CO      80302
MILLER KG         764 Berkshire Drive      Millbrae             CA      94030
MONACO DR         P.O. Box 1768            Orinda               CA      94563
MONTGOMERY DC     2012 Leisure Dr. NW      Winter Haven         FL      33881
MOONEY WJ         10900 S.W. 112th Ave.      Miami                FL      33176
MORRIS GS         2115 Skyline Blvd.       Reno                 NV      89509
MORRISON HA       18 Plaisted St.          Bangor               ME      04401
NEEDHAM FS        1777 Coralway North      Vero Beach           FL      32963
NELSON LM         6999 Estes Dr.           Arvada               CO      80004
NESSA NA          Box 78                   Solebury             PA      18963
NEWBERRY JI                                Powersville          GA      31074
NEWMAN GM         5530 Ambrose Drive       Reno                 NV      89509
NOLAN CC          4189 Dimhold Court       Winston Salem        NC      27104
NOTINE DM         503 Bay 5th St.          West Islip           NY      11795
ODOM HB           220 Jagoe St.            Denton               TX      76201
OLASZ E           P.O. Box 1005            Sanibel              FL      33957
OMURA LH          First Street             Connelly             NY      12417
ORR CW            13 E. Townhouse Lane     Grand Praire         TX      75051
OTT DE            P.O. Box 5182            Incline Village      NV      89450
OUELLETTE CA      556 So.  Ely Blvd.        Petaluma             CA      94952
PAPA HW           3806 Ashley Dr. S.       Mobile               AL      36608
PARKER RC         323 Beach Rd.North       Wilmington           NC      28405
PARKER WS         245 E. 54 St., #15J      New York             NY      10022
PATE DC           Kniephof Str. 26A        1 Berlin 41
PENN RA           4063 N. Canyon Rd.       Camino               CA      95709
PESZYNSKI PR      1105 Via Media           Lafayette            CA      94549
PIAVIS WW         4460 Lambert Dr.         Kennesaw             GA      30144
PINGREY RH        114 Sandalwood Ct.       Santa Rosa           CA      95401
PLASKON WG        P.O. Box 1143            Mill Valley          CA      94942
PLATTS RP         2024 Quincy Ct.          Salina               KS      67401
POIRIER EJ        209 Patricia Ave.        Delran               NJ      08075
POPE TW           3522 Central Ave.        Nashville            TN      37205
POUY FR           36 Flying Cloud Rd.      Stamford             CT      06902
PROFT CJ          4842 Fremont Ave. S.     Minneapolis          MN      55409
QUIMBY CF         2829 Ellis St.           Bellingham           WA      98225
RAGLUND JD        980 S.W. 74th Terrace      Plantation           FL      33317
REDMAN FW         RR #1 Box 432            Bethel               CT      06801
REMPE WH          Lake Road                Newtown              CT      06470
ROBBINS RD        13 Winterberry Dr.       Amherst              NH      03031
ROGERS GA         128 Byram Shore Rd.      Greenwich            CT      06830
ROSS RM           2335 Odyssey Way         Toms River           NJ      08753
RUPP RN           6 Summit Ct.             Woodbury             CT      06798
SABELLA RR        2720 N.E. 42nd St.         Lighthouse Pt.       FL      33064
SALISBURY WT      535 Fielder's Lane       Toms River           NJ      08753
SAVAGE KD         640 Ridgewood Rd.        Key Biscayne         FL      33149
SCHAKE WE         4039 White Oak Ct.       Sonoma               CA      95476
SHAVER JK         48 Cottontail Rd.        Norwalk              CT      06854
SHEASLEY GF       16919 N.E. Clackamas     Portland             OR      97230
SHELFKO KA        Rt. 3, Box 630 B1        Spokane              WA      99203
SHUMAN JH         7901 S.W. 154 Terrace      Miami                FL      33157
SHUSTER JF        RD #1 Achortown Rd.      Beaver Falls         PA      15010
SLIFKA RL         4359 Mt. Helix,
                    Highlands Dr.          La Mesa              CA      92041
SMITH CD          9903 N.W. 19th St.         Coral Springs        FL      33065
SMITH WT          237 Redwood Lane         Cheshire             CT      06410
SMITHSON RB       2253 Gilman Dr. W. #501  Seattle              WA      98119
SONOMURA A        5152 Maple               Irvine               CA      92714
SPANGENBURG RB    9106 Lyon Park Ct.       Burke                VA      22015
SPELLANE WD       1020 Aoloa Pl. #208A     Kailua               HI      96734
STAUFFER DL       P.O. Box 2627            Truckee              CA      95734
STEGMANN EP       1223 Eddie Dr.           Port Orange          FL      32019
STEPHENSON JE     Janick Strasse 75        1 Berlin 37
STOECKER GG       P.O. Box 33-1150         Coconut Grove        FL      33133
THIELE GF         2 Pine Tree Hill Rd.     Newton               CT      06470
THOMAS JR         RR #2 Box 952A,
                    Hwy. 24                Chester              NJ      07930
THOMAS WM         1018 Great Oaks Dr.      Hopkinsville         KY      42240
THOMPSON JM       26505 Dutcher Creek      Cloverdale           CA      95425
THORUP JS         1845 N. Santa Rita       Tucson               AZ      85719
TINGLE TH         P.O. Box 3085            Incline Valley       NV      89450
TOOKE HW          408 Timber Lane          Newton Square        PA      19073
VAN NOTE TE       3 Brookview CT           Ho-Ho-Kus            NJ      07423
VOTRUBA WK        251 Crandon Blvd., #129  Key Biscayne         FL      33149
WACHTEL MR        24 Hastings Dr.          Northport            NY      11768
WAGNER DC         53 Main St.              Ridgefield           CT      06877
WAGNER RK         Rt. 2 Box 144A-5         Umatilla             FL      32784
WAGNER RR         165 Penn Harb Rd.        Pennington           NJ      08534
WALCHLI DC        2524 Laguna Vista Dr.    Novato               CA      94947
WALTERS AE        P.O. Box 37              Pleasant Mount       PA      18453
WARD TB           528 Parker Ave. SE       Decatur              GA      30032
WEBB RB           6420 Boca del Mar
                     Dr. #406              Boca Raton           FL      33433
WEBER HL          82 Eleven Levels Rd.     Ridgefield           CT      06877
WIK DC            2610 Patio Simpatico     Lake Havasu Cy       AZ      86403
WILLETT WA        Rt. 1, Box 263           Dundee               OR      97115
WILLIAMSON KA     9 Swan Lane              Hauppauge            NY      11788
WILTJER JR        623 South Pitt St.       Alexandria           VA      22314
WOOD CL           1809 Edenwald Lane       Lancaster            PA      17601
WOOLRIDGE DW      Rt. 3, Box 81            Muskogee             OK      74401
WOOLSEY SD        14 Creekwood Ct.         Danville             CA      94526
WREN RP           RFD 1, Box 516C          Heber City           UT      84032
YELTON RW         680 Miller Dr. 205W      Miami Springs        FL      33166
YOUNG GF          P.O. Box 76              Stanfordville        NY      12581
ZIPRIS M          7411 S.W. 9th St.        Plantation           FL      33317
TAYLOR GG         10840 Nollwood Dr.       Chardon              OH      44024
THOMAS HS         Unter Den Eichen 114     1000 Berlin 45
THOMPSON JP       22763 A Voss Ave.        Cupertino            CA      95014
THORNE ED         10467 Plum Tree Lane     Cupertino            CA      95014
VOGEL RK          1740 Donner Dr.          Santa Rosa           CA      95404
VAN GORGINER SB   2503 Bethaway            Orlando              FL      32806
WARE PN           8201 N.W. 37th St.       Coral Springs        FL      33065
WENTZ RL          Box 137                  Hope                 NJ      07844
WHITE RS          15825 S.W. 87th Ave.     Miami                FL      33157
WILLIAMS DD       Holstwig 20              1 Berlin 37
AUSTIN RF         120 Candlewood Hgts.     New Milford          CT      06776
BARNES PD         35 Mistletoe Dr.         Covington            LA      70433
BEAN WS           Beeren Str. 32-34        1000 Berlin 37   W. Germany
BENTLEY TR        3809 Wooded Creek Dr.    Farmers Branch       TX      75234
BOMBACH LA        547 W. Shore Tr.         Sparta               NJ      07871
BROWN RC          16750 S.W. 90 Ave.       Miami                FL      33157
DOUGHERTY DM      RD 7, Box 7544           Stroudsburg          PA      18360
ETHERSON JT       428 Norwood Court        Fort Myers           FL      33907
FENTNER CJ        5322 S.W. 118 Ave.         Cooper City          FL      33330
FOSTER MB         246 2nd Ave.             Santa Cruz           CA      95062
GILKES DE         917 Smith Dr.            Metairie             LA      70005
HANLEY MD         20400 S.W. 50th Pl.        Ft. Lauderdale       FL      33330
HASELBY JW        Tegel Flughaven          1000 Berlin 51   W. Germany
HERRERA FM        Ten Rod Rd., RR 1,
                    Box 472                Exeter               RI      02822
HYMAS HV          32492 RD 168             Visalia              CA      93291
JENKINS DW        8753 Wimbledon Dr.       Knoxville            TN      37923
KERREY TW         2100 Country Club Rd.    Eustis               FL      32726
KOSS CD           P.O. Drawer D            Miami Springs        FL      33266
KYLE AM           Blood St.                Lyme                 CT      06371
LANGE RO          1099 31st Ave.           San Mateo            CA      94403
MARSHALL JF       5 Cove Lane              Eustis               FL      32726
McCABE JR         1001 Crescent Dr.        Greencastle          IN      46135
O'CONNOR JH       101 Gray Rock Rd.        Trumbull             CT      06611
O'DELL T          307 Kent Dr.             Cocoa Beach          FL      32931
OVERBY WC         7802 Cherry Place Ct.    Humble               TX      77346
RICH RA           1204 W. Dunne Ave.       Morgan Hill          CA      95037
SAVOIE JC         6544 Harbour Rd.         N. Lauderdale        FL      33068
SAXON BF          1092 Serena Way          San Marcos           CA      92069
SCHLOTE FE        20 Roton Ave.            Rowayton             CT      06853
SCROGGIN GC       5325 S.W. 63d Ave.         Miami                FL      33155
SMITH DP          Rt. 1, Box 975B99        Pensacola            FL      32507
STULL FP          885 N.W. 6th Dr.         Boca Raton           FL      33432
TAYLOR JR         5116 S.W. 72d Ave.       Miami                FL      33155
WATERS DR         411 S.E. 13th Ave.       Pompano Beach        FL      33060
DOSS WW           14211 S.W. 104th Ave.      Miami                FL      33176
CRAHEN RR         3533 4th Lane, SW        Vero Beach           FL      32962
GAY HM            RD #1, Box 1329          Bangor               PA      18013
O'BRIEN SA        P.O. Box 1104            Hollister            CA      95024
STABENAU HM       20439 Interlachen Ln.    Troutdale            OR      97060
WOLF WA           Box 3016                 Stateline            NV      89449
ZIESMER RA        501 29th Ave. Ct.        Poyallup             WA      98371
ALMQUIST GN       SR #1, Box 127-M         Hawley               PA      18428
ANDERSON AR       Wareneck P.O.            Wareneck             VA      23178
ACKINSON WP       Hohenzollern 1B          1000 Berlin 39
BACON RN          348 Velma Dr.            Largo                FL      33540
BAILEY C          RR #5, Echo Valley Rd.   Newtown              CT      06420
BISH LW           752 Ridge Dr.            McLean               VA      22101
BROOKS RS         7440 N.W. 6th St.          Plantation           FL      33317
BURGER JJ         5 Woodsvale Rd.          Madison              CT      06443
BURROGHS WJ, Jr.  9 Maple Ln.              Brookfield           CT      06804
CRAIG DC          1955 N.W. 108 Ln.          Coral Springs        FL      33065
COBB JP           Berlin Pilot Mail PAA
                    Hangar 17 MR           Jamaica              NY      11430
CROSS RL          2225 Colusa Hwy.         Yuba City            CA      95991
FREDERIC GC       Box 6152                 Incline Vlg.         NE      89450
FULLER BB         5072 Country Club Way    Pt. Orchard          WA      98366
GOELTZ FS         2168 Candelero           Santa Fe             NM      87505
HUMBLE RA         5770 S.W. 114th Ter.       Miami                FL      33156
HAWES LJ          1407 Ball Road           Eagle Pt.            OR      97527
KANE M            Johannisburgeralle 3     1 Berlin 19
KELLEY R          295 Dayton Rd.           S. Glastonbury       CT      06073
KLEIN RL          Box 322                  Rowayton             CT      06853
KELLEY EG         14300 Clayton Rd.        San Jose             CA      95127
LAMP RJ           6300 Rogers Circle        Lincoln             NE      68506
LEINBACH SP, Jr.  317 Fairmont Ave.        Winchester           VA      22601
LEWIS JW          Box 43 Star Rt.          Pleasant Mt.         PA      18453
LITTLEPAGE MJ     186 Vineyard Rd.         Huntington           NY      11743
LONG TE           1530 Alabama Dr.         Winter Park          FL      32789
MEFFERT MD        Gelding Hill Rd          Sandy Hook           CT      06482
McKAY DI          Teel Rd.                 Fairfield            NY      13336
MERCIER RD        8 Gina Dr.               Centerport           NY      11721
NEUWALD EJ        Box 4074                 Tequesta             FL      33458
NEWSTROM HM       Box 787                  Somis                CA      93066
PANZER DA         Beergnstrasse Fa         1 Berlin 37
PARRAGA WA        Box 3753                 Incline Village      NY      89450
PENWELL GS        24290 Sailview Dr.       Elmira               OR      97437
PHILLIPS,CM       Fechnerstr. 16           1 Berlin 37
REMELY B          518 N 17th Ave.          Bozeman              MT      59715
RHODES SS         1956 Port Cardiff Pl.    Newport Bch.         CA      92660
SMITH LW          Rt. 1, Box 420           White Salmon         WA      98672
SMITH W           Box 962                  San Mateo            CA      94403