IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 95-10931
                          Summary Calendar
                       _____________________


          CLEVE E. SAPP,

                               Plaintiff-Appellant,

          v.

          POWER COMPUTING COMPANY; MCDERMOTT, INC.,

                               Defendants-Appellees.

_________________________________________________________________

           Appeal from the United States District Court
                for the Northern District of Texas
                         (3:94-CV-2518-R)
_________________________________________________________________

                           April 23, 1996

Before KING, JOLLY, and PARKER, Circuit Judges.

PER CURIAM:*

     Cleve E. Sapp filed suit in federal district court in Dallas

against Power Computing Company ("PCC") and its corporate parent,

McDermott Incorporated ("McDermott"), alleging that his

employment with PCC was terminated in violation of the Age

Discrimination in Employment Act, 29 U.S.C. §21.001 et seq.   Upon

completion of most of the discovery, PCC and McDermott filed a

motion for summary judgment.   After Sapp filed his response, the


     *
      Pursuant to Local Rule 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in Local Rule 47.5.4.
district court granted summary judgment for the defendant.       Sapp

timely appealed.

     The district court properly found, on the basis of the

summary judgment evidence, that Sapp had established a prima

facie case of age discrimination and that PCC had met its minimum

burden of producing a legitimate, nondiscriminatory reason for

his discharge: during a reduction in force at PCC, Sapp was

compared with other individuals to determine who would occupy the

slots remaining after the reduction in force and Sapp was found

to be the least qualified and therefore terminated.     Sapp's

appeal focuses on whether the district court was correct when it

determined that the evidence that Sapp produced was not

sufficient to allow a jury to find that this reason was a mere

pretext for age discrimination.   Sapp attempted to show in the

district court, and argues on appeal, that the rationale

articulated by PCC for the decision to discharge him was not the

true reason by arguing that the decision was a poor one, i.e.,

that Sapp was as qualified or more qualified than some of the

others with whom he was compared.     As PCC correctly argues,

however, a fact finder may infer pretext only if it finds that

"the employee was `clearly better qualified' (as opposed to

merely better or as qualified) than the employees who are

selected [for a job opening]."    EEOC v. Louisiana Office of

Community Services, 

, 1445 (5th Cir. 1995).     We have

reviewed the evidence proffered by Sapp, consisting mainly of his

own subjective evaluation of the relative qualifications of the


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employees at issue, and we agree with the district court that it

does not rise to that level.

     Sapp argues that the district court improperly relied on

Sapp's lack of direct evidence of age discrimination.   We have

reviewed the district court's opinion with care, and we find no

such reliance.   In the interval since the district court's

decision, this court has issued its en banc decision in Rhodes v.

Guiberson Oil Tools, 

(5th Cir. 1996) (en banc), and

the district court's opinion in this case fares well under the

rationale adopted in Rhodes.

     The judgment of the district court is AFFIRMED.




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