United States Court of Appeals,

                              Fifth Circuit.

                               No. 94-20597.

           The PILLSBURY COMPANY, INC., Plaintiff-Appellee,

                                     v.

   The PORT OF CORPUS CHRISTI AUTHORITY, Defendant-Appellant.

                              Oct. 11, 1995.

Appeal from the United States District Court for the Southern
District of Texas.

Before JOLLY and BENAVIDES, Circuit Judges, and SHAW*, District
Judge.

     BENAVIDES, Circuit Judge:

     Defendant-Appellee       The   Port   of   Corpus   Christi   Authority

("Corpus Port") appeals the district court's denial of its motion

to dismiss for lack of diversity jurisdiction and/or motion for

summary judgment alleging that it is an "arm of the State of Texas"

entitled to Eleventh Amendment immunity and not a "citizen" for

purposes of diversity jurisdiction.             We reverse the district

court's ruling and dismiss for lack of jurisdiction.

                     FACTS AND PROCEDURAL HISTORY

     The facts of the case are undisputed.          The Pillsbury Company

("Pillsbury"), a Delaware corporation with its principal place of

business    in   Minnesota,   and   the    Corpus   Port   entered   into   a

contractual arrangement concerning a shipment of bagged sugar

consigned to Pillsbury. The shipment arrived at the Corpus Port in


     *
      Chief Judge of the Western District of Louisiana, sitting
by designation.

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March 1991, and was allegedly damaged while being stored in the

Corpus Port's cargo dock sheds (warehouses).

     On March 8, 1993, Pillsbury sued the Corpus Port for breach of

contract/bailment for the damage caused to the sugar stored at the

Corpus Port.   The Corpus Port filed a motion to dismiss for lack of

diversity jurisdiction and/or motion for summary judgment, alleging

that it was an "arm of the State of Texas," and therefore not

considered a "citizen" for purposes of diversity jurisdiction. The

Corpus Port also alleged that it was entitled to Eleventh Amendment

immunity from suit in federal court.

     After   allowing   the   parties   extra   time   for   briefing   the

jurisdictional issue, the district court determined that the Corpus

Port is not an arm of the State of Texas and thus, as a citizen

within the meaning of 28 U.S.C. § 1332, is capable of supporting

the exercise of the court's diversity jurisdiction.1           The Corpus

Port filed a motion for reconsideration or, in the alternative, a

motion for certification under 28 U.S.C. § 1292(b).          The district

court denied the motion for reconsideration, but certified the

interlocutory order for immediate appeal.       This Court subsequently

granted the interlocutory appeal.2

                               DISCUSSION


     1
      The court also ruled that it lacked admiralty jurisdiction
because 1) the contract at issue did not involve a maritime
obligation to provide wharfage and 2) there was no evidence of a
claim for damages arising from the breach of a severable maritime
obligation of the contract.
     2
      The Port of Houston Authority has filed a brief of amicus
curiae in this appeal.

                                   2
     The district court's finding that the Corpus Port is legally

and factually indistinguishable from the Port of Houston Authority

("Houston Port") is unassailed in this appeal. Accordingly, we are

bound by our decision in Kamani v. Port of Houston Authority3, in

which we upheld an earlier decision finding the Houston Port "a

creature of state law and a political subdivision of the State of

Texas" entitled     to     Eleventh   Amendment        immunity.         

(quoting McCrea v. Harris County Houston Ship Channel Navigation

Dist., 

, 607 (5th Cir.), cert. denied, 

, 

, 

(1970)).              Therefore, we find that the

Corpus Port,     like    the   Houston       Port,   is    entitled      to    Eleventh

Amendment immunity.

     We reject Pillsbury's contention that the U.S. Supreme Court's

decision in Hess v. Port Authority Tans-Hudson Corp.4 overrules our

decision   in    Kamani.       Hess   is      not    broad     enough    to     support

Pillsbury's     contention.      We   view      Hess      as   a   limited     holding

addressing the standard to be applied to bi-state entities not

created pursuant to state statute. Because the Corpus Port and the

Houston Port were both created and still operate pursuant to

Article XVI, Section 59 of the Texas Constitution, Hess does not

overrule   Kamani   or     control    the      disposition         of   this   appeal.

Likewise we find Jacintoport Corp. v. Greater Baton Rouge Port

Commission, 

(5th Cir.1985), cert. denied, 

, 

, 

(1986), decided after Kamani by

     3
      

(5th Cir.1983)
     4
      --- U.S. ----, 

, 

(1994).

                                         3
a panel of this Court and pertaining to the Eleventh Amendment

exception status of a port created under Louisiana law and not

Texas law, is of no benefit to Pillsbury.

                            CONCLUSION

     Having found that the Corpus Port is entitled to Eleventh

Amendment immunity, we REVERSE the ruling of the district court and

DISMISS Pillsbury's claim for lack of jurisdiction.




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