[NOT FOR PUBLICATION]



                            United States Court of Appeals

                                For the First Circuit

                                 ____________________



          No. 97-1484



                            MSM INDUSTRIES, INC., ET AL.,



                               Plaintiffs - Appellants,



                                          v.



                              ZURICH INSURANCE COMPANY,



                                Defendant - Appellee.



                                 ____________________



                     APPEAL FROM THE UNITED STATES DISTRICT COURT



                          FOR THE DISTRICT OF MASSACHUSETTS



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

                    [Hon. Zachary R. Karol, U.S. Magistrate Judge]
                                            _____________________



                                 ____________________



                                        Before



                               Torruella, Chief Judge,
                                          ___________



                            Coffin, Senior Circuit Judge,
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                             and Boudin, Circuit Judge. 
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                                _____________________



               Jordan  Lewis Ring,  with whom  Philipp  G. Grefe,  David R.
               __________________              _________________   ________

          Jackowitz and Ring & Grefe, P.C. were on brief for appellants.
          _________     __________________

               Frederick W.  Stein, with  whom Laurence  H. Reece,  Jeffrey
               ___________________             __________________   _______

          Levy, Heidlage & Reece, P.C., Steven D. Pearson and Bates Meckler
          ____  ______________________  _________________     _____________

          Bulger & Tilson were on brief for appellee.
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                                 ____________________



                                  September 18, 1997

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                    Per Curiam.  After a full review of the record, briefs,
                    Per Curiam.
                    __________



          and arguments  of counsel, we  are satisfied that the  matter was



          properly  resolved  by the  district  court.    The  doctrine  of



          collateral  estoppel  or   issue  preclusion  made  the   earlier



          Massachusetts  state   court  determination   against  appellants



          binding  in the present  federal court action.   See 28  U.S.C.  
                                                           ___



          1738.  Massachusetts  may follow the Restatement of  Judgments,  
                                               _________________________



          28(5)(c) (1982),  in recognizing  a limited  exception where  the



          party opposing collateral  estoppel makes a clear  and convincing



          showing that it was deprived of  the opportunity to obtain a full



          and fair  adjudication in the  earlier case, but no  such showing



          was made by the appellants in this  case.  Accordingly, we do not



          reach appellants'  other  claims of  error which,  as both  sides



          agree, are of no importance  once collateral estoppel is found to



          apply.



                      Affirmed.
                      Affirmed.
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