United States Court of Appeals
                         FOR THE EIGHTH CIRCUIT
                                 ___________

                                 No. 03-1610
                                 ___________

Phoebe M. Hudspeth,                 *
                                    *
           Appellant,               * Appeal from the United States
                                    * District Court for the
      v.                            * Western District of Missouri.
                                    *
Spectra Communications Group, LLC, *       [UNPUBLISHED]
                                    *
           Appellee.                *
                               ___________

                            Submitted: December 3, 2003

                                Filed: December 12, 2003
                                 ___________

Before BYE, BOWMAN, and MELLOY, Circuit Judges.
                          ___________

PER CURIAM.


     Phoebe M. Hudspeth appeals the District Court’s1 adverse grant of summary
judgment in her employment-discrimination action against Spectra Communications
Group, LLC (SCG). Having carefully reviewed the record, see Jacob-Mua v.
Veneman, 

, 520 (8th Cir. 2002) (standard of review), we affirm.



      1
       The Honorable Gary A. Fenner, United States District Judge for the Western
District of Missouri.
       To the extent Hudspeth is arguing that summary judgment was prematurely
granted, she neither moved to compel the production of documents, nor requested a
continuance under Federal Rule of Civil Procedure 56(f). See Dulany v. Carnahan,

, 1238 (8th Cir. 1997) (where shelter is not sought under Rule 56(f),
court generally does not abuse its discretion in granting summary judgment on record
before it). We agree with the District Court’s decision to consider all of SCG’s
supporting documents, see Wolff v. Brown, 

, 685 (8th Cir. 1997) (in
employment-discrimination cases, internal documents relied on by employer in
making decision are not offered for truth of matter asserted, but instead to explain
employer’s conduct), and with the Court’s well-reasoned conclusion that Hudspeth
failed to create trial-worthy issues on the merits of her claims against SCG.

      Accordingly, we affirm. See 8th Cir. R. 47B.
                     ______________________________




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