[NOT FOR PUBLICATION NOT TO BE CITED AS PRECEDENT]

                 United States Court of Appeals

                     For the First Circuit









No. 98-2275



                         ANNETTE BARTLE,



                       Plaintiff, Appellee,



                                v.



        PALMAS DEL MAR RESORT, MAXXAM CORPORATION, MAXXAM

   PROPERTIES, INC., REX RESORTS, ROE CORPORATION 96CV1050 AND

                        ABC INSURANCE CO.,



                           Defendants,

                       ____________________



                 PALMAS DEL MAR PROPERTIES, INC.,



                      Defendant, Appellant.







           APPEAL FROM THE UNITED STATES DISTRICT COURT



                 FOR THE DISTRICT OF PUERTO RICO



         [Hon. Salvador E. Casellas, U.S. District Judge]







                              Before



                     Torruella, Chief Judge,

                Campbell, Senior Circuit Judge,

                   and Lynch, Circuit Judge.

                                

                                

                                

                                

     Fernando D. Castro and Goldman, Antonetti & Cordova on brief

for appellant.



     







June 7, 1999









     Per Curiam.  Upon careful review of defendants' brief and the

record, we conclude that the district court did not abuse its

discretion in dismissing without prejudice, notwithstanding

defendants' motions for dismissal with prejudice.  See Puerto Rico

Maritime Shipping Authority v. Leith, 668 F.2d 46, 49-51 (1st Cir.

1981).  The district court was not required in all the

circumstances of this case to award fees and costs to defendants,

even were we to assume that they sufficiently asked the district

court for such awards.  See id. at 51.  And the district court

correctly determined that defendants presented no grounds for

amendment of the judgment under Fed. R. Civ. P. 59(e).

     Affirmed.  See 1st Cir. Loc. R. 27.1.