[NOT FOR PUBLICATION]









                            UNITED STATES COURT OF APPEALS
                            UNITED STATES COURT OF APPEALS

                                FOR THE FIRST CIRCUIT
                                FOR THE FIRST CIRCUIT

                                 ____________________

        No. 96-1197



                                CME, ASSOCIATES, INC.,



                           AS IT IS THE GENERAL PARTNER OF



                                   CME GROUP, LTD.,



                                 Plaintiff, Appellee,



                                          v.



                     JOSEPH D. FORD AND SHIRLEY ANN FORD, ET AL.,



                               Defendants, Appellants.



                                 ____________________



                     APPEAL FROM THE UNITED STATES DISTRICT COURT



                          FOR THE DISTRICT OF MASSACHUSETTS



                     [Hon. Nancy J. Gertner, U.S. District Judge]
                                             ___________________



                                 ____________________



                                        Before



                                  Cyr, Circuit Judge,
                                       _____________

                                Boudin, Circuit Judge,
                                        _____________

                             and Ponsor,* District Judge.
                                          ______________



                                 ____________________



            Alan  R. Hoffman with  whom John  R. Cavanaugh  and Lynch, Brewer,
            ________________            __________________      ______________

        Hoffman & Sands, LLP were on brief for appellants.
        ____________________

            Judith Gail  Dein with whom James  J. Arguin,  Warner & Stackpole,
            _________________           ________________   ___________________

        LLP and Christopher Nolland were on brief for appellee.
        ___     ___________________



                                 ____________________



                                   October 17, 1996

                                 ____________________



        ____________________



        * Of the District of Massachusetts, sitting by designation.





































                 Per  Curiam.  This is an  action on a promissory note by
                 ___________



            CME Associates against the Fords, two of whom were co-signers



            of  the note.   The  district court  granted partial  summary



            judgment  in favor  of  CME, establishing  the senior  Fords'



            liability on the note.  A number of other issues remain to be



            resolved, but the court  entered a separate judgment pursuant



            to Fed. R. Civ. P. 54(b).



                 The  Fords' primary defense  to the note  was an alleged



            oral  modification  of the  terms of  the  note by  the prior



            holder, the FDIC.   The district court rejected  this defense



            on the ground that the note's current owner, CME, is a holder



            in  due course  protected by  Massachusetts law  against such



            modifications absent notice.   See Mass.  Gen. Laws ch.  106,
                                           ___



              3-305(2)(e).   We are satisfied from a review of the record



            that  CME did not have notice and that there was insufficient



            evidence to the contrary to warrant a trial on this question.



                 The  Fords also  argued that  CME's foreclosure  sale of



            real  property   securing  the   note  was  conducted   in  a



            commercially  unreasonable fashion.   E.g.,  RTC v.  Carr, 13
                                                  ____   ___     ____



            F.3d 425 (1st Cir. 1993).  In effect, the Fords said that the



            sale  was  conducted  in  a  negligent  manner.    But  their



            affidavit to this effect did not even purport to show that it



            was made by someone  with knowledge of the facts  as required



            by Fed. R. Civ. P. 56(e).     The  Fords  say that  more time



            should have been allowed for discovery concerning the conduct







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            of the sale, but this is a matter largely  within the purview



            of  the district court,  Ayala-Gerena v. Bristol Myers-Squibb
                                     ____________    ____________________



            Co., 95 F.3d 86, 91 (1st Cir. 1996), and we perceive no abuse
            ___



            of discretion.   Moreover, the record  does not reflect  that



            the  Fords made  anything  approaching  an  adequate  showing



            before  the  district  court  to justify  invocation  of  the



            "escape hatch" under  Fed. R. Civ. P. 56(f).  Paterson-Leitch
                                                          _______________



            Company,  Inc. v. Massachusetts  Municipal Wholesale Electric
            ______________    ___________________________________________



            Company, 840 F.2d 985, 988-989 (1st Cir. 1988).
            _______



                 No other issues argued by the Fords in this case require



            further comment.   It would be helpful in the  future for the



            district  court to  be  more explicit  in  setting forth  its



            express determination that there is no just reason for  delay



            as required by Fed. R. Civ. P. 54(b).



                 Affirmed.
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