PUBLISH

         IN THE UNITED STATES COURT OF APPEALS

               FOR THE ELEVENTH CIRCUIT

                   _________________

                      No. 96-9149
                  __________________
              D. C. Docket No. 95-CV-101


SAM NICHOLSON, and All Other Persons
or Entities Similarly Situated,

                               Plaintiff-Appellant,


                                 versus

HOOTERS OF AUGUSTA, INC.,

                               Defendant-Cross-Claimant-.
                               Third-Party Plaintiff-
                               Appellee,

BAMBI K. CLARK, d.b.a. Value
Fax of Augusta,

                              Defendant-Cross-Defendant-
                              Appellee.
                 _____________________

     Appeal from the United States District Court
         for the Southern District of Georgia
                 ____________________
                   (April 29, 1998)

               ON PETITION FOR REHEARING
Before DUBINA, Circuit Judge, HILL and          GIBSON*, Senior
Circuit Judges.

PER CURIAM:


    The Petition for Rehearing by the panel is granted.



    The opinion issued on March 10, 1998 and reported at

, is modified in the following respects.

The first paragraph, the last sentence, is modified to

read:

    Because we conclude that Congress granted state

    courts    exclusive    jurisdiction       over   private

    actions under the Act, we vacate the judgment of

    the district court, and remand this case to it

    with    directions    to   remand   the   case   to   the

    Superior Court of Richmond County, Georgia.



The final sentence of the opinion is modified to read:

           Accordingly, we VACATE the judgment of the



    *Honorable JOHN R. GIBSON, Senior U.S. Circuit
    Judge for the Eighth Circuit, sitting by
    designation.
                                -2-
    district   court   and   REMAND   this   case   to   the

    district court with directions to remand the

    case to the Superior Court of Richmond County,

    Georgia.



    In all other respects, our opinion reported at 

shall remain in full force and effect.




                              -3-