[NOT FOR PUBLICATION–NOT TO BE CITED AS PRECEDENT]

          United States Court of Appeals
                     For the First Circuit


No. 01-1638

              LILA S. MONELL and DAMON CUMMINGS,

                    Plaintiffs, Appellants,

                               v.

     THE BEVERLY HOSPITAL, NORTHEAST HEALTH SYSTEMS, INC.,
   and THOMAS F. REILLY, ATTORNEY GENERAL OF MASSACHUSETTS,

                     Defendants, Appellees.


         APPEAL FROM THE UNITED STATES DISTRICT COURT

               FOR THE DISTRICT OF MASSACHUSETTS

        [Hon. Reginald C. Lindsay, U.S. District Judge]


                             Before

                      Boudin, Chief Judge,
                   Lipez, Circuit Judge, and
                 Bownes, Senior Circuit Judge.



     Robert S. Wolfe, with whom Robert Wolfe Associates, P.C. was
on brief, for appellants.
     Robert M. Buchanan, Jr., with whom Choate, Hall & Stewart
was on brief, for The Beverly Hospital and Northeast Health
Systems, Inc., appellees.
     John R. Hitt, Assistant Attorney General, with whom Thomas
F. Reilly, Attorney General, was on brief, for the Attorney
General, appellee.
February 7, 2002
          Per Curiam.   We affirm the district court on the basis

of its decision on the merits of the plaintiff-appellants'

claims.   We have considered   sua sponte whether the      Rooker-

Feldman doctrine or

Steel Co. v.   Citizens for a Better Env't, 

, 101

(1998), precluded the district court from reaching the merits,

and concluded that they did not.

          We deny the appellees' motion for sanctions in the form

of damages and costs on appeal.      There is no evidence or even a

suggestion that the appeal was prompted by malice or bad faith.

And while we do not consider the merits close, neither are we

prepared to say that the appeal was wholly frivolous.     The usual

appeal costs shall be awarded to appellees.

          Affirmed.




                               -3-