January 23, 1995
                                [NOT FOR PUBLICATION]

                            UNITED STATES COURT OF APPEALS
                                FOR THE FIRST CIRCUIT

                                                     
                                 ____________________

        No. 94-1746

                          VAN DORN RETAIL MANAGEMENT, INC.,

                                 Plaintiff, Appellee,

                                          v.

                   JIM'S OXFORD SHOP, INC. AND LOUIS GEORGOPOULOS,

                               Defendants, Appellants.

                                                     
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                     APPEAL FROM THE UNITED STATES DISTRICT COURT

                          FOR THE DISTRICT OF NEW HAMPSHIRE

                 [Hon. Joseph A. DiClerico, Jr., U.S. District Judge]
                                                 ___________________

                                                     
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                                Selya, Circuit Judge,
                                       _____________

                            Bownes, Senior Circuit Judge,
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                               and Cyr, Circuit Judge.
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             Paul  McEachern, with whom Shaines  & McEachern was  on brief for
             _______________            ____________________
        appellants.
             Richard  V. Wiebusch, with whom  W. Scott O'Connell  and Hale and
             ____________________             __________________      ________
        Dorr were on brief for appellee.
        ____


                                                     
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                    Per Curiam.  Appellants,  a commercial borrower and its
                    Per Curiam.
                    __________

          guarantor, assert two basic  challenges to the adverse deficiency

          judgment  awarded to  appellee,  the secured  party, following  a

          court-ordered,  post-default  sale  of   non-consumer  collateral

          securing  the borrower's  indebtedness  to appellee.   Appellants

          insist that no deficiency  is recoverable because a court-ordered

          "Going  Out  of Business  Sale"  is inconsistent  with  a secured

          party's  disposition  of  collateral  under  U.C.C.    9-504  and

          appellee failed to conduct the  sale in a commercially reasonable

          manner.  See id.   9-504(3).
                   ___ ___

                    The  first claim is  emphatically precluded  by Uniform

          Commercial  Code    9-501,  which  expressly  provides  that  the

          secured  party, upon default by the debtor, shall have the rights

          and  remedies  provided in  U.C.C.     9-501  through 9-507,  see
                                                                        ___

          U.C.C.   9-501(1),  including the  right to enforce  its security

          interest as stated in the security agreement, id.   9-501(2), and
                                                        ___

          to  invoke judicial procedure in aid  of a sale authorized by the

          security agreement, see  id.   9-207(4).  As  the security agree-
                              ___  ___

          ment  between appellee  and the  borrower expressly  authorized a

          "Going  Out of  Business  Sale," and  the  district court  merely

          required  appellants to permit the sale  to proceed as authorized

          under  the security agreement (as  well as U.C.C.   9-504), there

          was no inconsistency between the rights and remedies available to

          appellee under  the security agreement  and those afforded  it by

          U.C.C.    9-504, let alone  a waiver  of its  right to  recover a

          deficiency.   Furthermore, since  a careful review  of the entire


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          record on appeal fully supports the district court's finding that

          the sale was in all respects commercially reasonable, appellants'

          second claim fails as well.

                    Accordingly, the district  court judgment is  summarily
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          affirmed pursuant to Local Rule 27.1.  Costs to appellee.
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