March 29, 1995
                                [NOT FOR PUBLICATION]

                            UNITED STATES COURT OF APPEALS
                                FOR THE FIRST CIRCUIT

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        No. 94-1908 

                                  WILLIAM C. DUFFY,

                                Plaintiff, Appellant,

                                          v.

                             AT&T NETWORK SYSTEMS, INC.,

                                 Defendant, Appellee.


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                     APPEAL FROM THE UNITED STATES DISTRICT COURT

                          FOR THE DISTRICT OF MASSACHUSETTS

                   [Hon. Edward F. Harrington, U.S. District Judge]
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                                        Before

                                Torruella, Chief Judge,
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                            Selya and Cyr, Circuit Judges.
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            William C. Duffy on brief pro se.
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            Lynn Toney Collins, Thomas E. Shirley  and Choate, Hall & Stewart,
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        on brief for appellee.


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                      Per Curiam.   Plaintiff-appellant William C.  Duffy
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            at one time  was employed  as an engineer  by defendant  AT&T

            Network Systems,  Inc. ("AT&T").   Almost six years  after he

            was allegedly pressured by AT&T personnel to resign from  his

            employment, he brought this  pro se diversity action alleging
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            various tort and contract  claims arising from his employment

            and resignation.   At  the close  of discovery, the  district

            court  granted  AT&T's motion  for  summary  judgment on  all

            claims.  

                      On appeal  Duffy challenges the  judgment only with

            respect  to the  claims  in  counts  one  and  three  of  the

            complaint. Applying a plenary standard  of review, as we must

            on  appeal from  a summary judgment,  we perceive  no genuine

            issue  as to any material  fact, and agree  with the district

            court that  AT&T is entitled to judgment  as a matter of law.

            See Griggs-Ryan v. Smith,  904 F.2d 112, 115 (1st  Cir. 1990)
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            (standard of review); see also Fed. R. Civ. P. 56(c).
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                      In count one, Duffy  pleaded a claim for breach  of

            an employment contract based on AT&T's personnel manuals.  He

            conceded in  his deposition, however, that  AT&T had retained

            the unilateral right to  modify each of the manuals  given to

            him during the  course of his  employment, did not  negotiate

            with him concerning the terms of the manuals, did not ask for

            his assent to the terms, and that the manuals did not specify

            any term of  employment.   We agree with  the district  court





















            that these concessions fatally undermine  Duffy's theory that

            the manuals  embodied  an enforceable  contract  between  the

            parties.  See Pearson v. John Hancock Mut. Life Ins. Co., 979
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            F.2d  254, 256 (1st Cir. 1992), (citing Jackson v. Action for
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            Boston Community  Dev., Inc.,  525 N.E.2d 411  (Mass. 1988)).
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            Although Duffy argues that his contract claim was not limited

            to  the  personnel  manuals,   because  he  had  pleaded  "an

            employment contract . . .  which included . . . the  terms of

            the AT&T  personnel manual," he offered the district court no

            facts from which a reasonable trier  might infer the elements

            essential to formation of a contract under any theory.

                      As did the district  court, we decline to entertain

            Duffy's  argument  that  count  one should  be  construed  to

            include  a claim for breach of an alleged contract to provide

            unemployment  benefits.   This argument  was offered  for the
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            first time  at the  summary judgment  hearing.  The  district

            court  did not  abuse its  discretion in  rejecting it  as an

            untimely attempt to amend the pleadings.  Arguments not fully

            developed in the  lower court  are deemed  waived on  appeal.

            Ryan v. Royal Ins. Co., 916 F.2d 731, 734 (1st Cir. 1990).
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                      Lastly, we see  no error in the  dismissal of count

            three  of the  complaint, which attempted  to assert  a civil

            claim for violation of the state's personnel records statute,

            Mass. Gen. L. ch. 149,   52C.  The statute does not expressly

            provide a civil  remedy for the specific violation alleged --



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            denial of access to personnel records -- and Duffy offered no

            reasoned support below for judicial creation of the suggested

            remedy.  He  now attempts  to expand count  three to  include

            other  alleged wrongdoing  of  an uncertain  nature which  he

            construes as coming within the statute's express civil remedy

            provision.   Again, however, as  this argument was  not fully

            developed below, it is deemed waived on appeal.  Id.
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                      Affirmed.
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