UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT



                             No. 95-1947



INTERNATIONAL ASSOCIATION OF ENTREPRENEURS OF
AMERICAN BENEFIT TRUST, a Wisconsin non-profit
trust; ROSS N. FULLER, Trustee of Internation-
al Association of Entrepreneurs of America
Benefit Trust,

                                           Plaintiffs - Appellants,
          versus


STEVEN T. FOSTER, Commissioner of Insurance,
State Corporation Commission of the Common-
wealth of Virginia,
                                              Defendant - Appellee.


SECRETARY OF LABOR,

                                                      Amicus Curiae.



Appeal from the United States District Court for the Eastern Dis-
trict of Virginia, at Richmond. Robert E. Payne, District Judge.
(CA-94-454-3)


Argued:   February 1, 1996                 Decided:   April 12, 1996

Before HALL and ERVIN, Circuit Judges, and BLAKE, United States
District Judge for the District of Maryland, sitting by
designation.


Affirmed by unpublished per curiam opinion.
ARGUED: David Frankman Peters, HUNTON & WILLIAMS, Richmond, Virgin-
ia, for Appellants. Michael Don Thomas, Associate General Counsel,
Office of General Counsel, STATE CORPORATION COMMISSION, Richmond,
Virginia, for Appellee. ON BRIEF: Mark S. Dray, HUNTON & WILLIAMS,
Richmond, Virginia; B.H.B. Hubbard, III, HUBBARD, BREEDEN & TERRY,
Irvington, Virginia, for Appellants. Anthony Gambardella, General
Counsel, Peter B. Smith, Senior Counsel, Vishwa B. Bhargava, Office
of General Counsel, STATE CORPORATION COMMISSION, Richmond, Virgin-
ia, for Appellee. Thomas S. Williamson, Jr., Solicitor of Labor,
Marc I. Machiz, Associate Solicitor, Karen L. Handorf, Counsel for
Special Litigation, Paul C. Adair, Trial Attorney, Office of the
Solicitor, Plan Benefits Security Division, UNITED STATES DEPART-
MENT OF LABOR, Washington, D.C., for Amicus Curiae.

Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).




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PER CURIAM:

     The International Association of Entrepreneurs of America

Benefit Trust and its Trustee, Ross N. Fuller, appeal the judgment

of the district court entered in favor of Steven T. Foster,

Virginia's Commissioner of Insurance, in the Trust's action for

declaratory and injunctive relief from the state Bureau of Insur-
ance's attempt to regulate a Multiple Employer Welfare Arrangement,

see 29 U.S.C.A. § 1002(40)(A) (West Supp. 1996), operated by the
Trust.   Upon considering the briefs and arguments of the parties,

along with the amicus brief submitted by the Secretary of Labor in

support of the judgment below, we affirm that judgment for the

reasons stated by the district court in its memorandum opinion.

International Association of Entrepreneurs of America Benefit
Trust, et al. v. Foster, 

(E.D. Va. 1995).




                                                          AFFIRMED




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