UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT
                         _____________________

                             No. 99-30827
                           Summary Calendar
                        _____________________

                          MICHAEL W. KELLEY,

                                                Plaintiff-Appellant,

                                versus

                 PRUDENTIAL INSURANCE CO. OF AMERICA;
                      CAMCO INTERNATIONAL, INC.,

                                            Defendants-Appellees.
_________________________________________________________________

           Appeal from the United States District Court
               for the Western District of Louisiana
                            (98-CV-1840)
_________________________________________________________________

                             May 2, 2000

Before SMITH, BARKSDALE, and PARKER, Circuit Judges.

PER CURIAM:*


     Concerning summary judgment being awarded Appellees in Michael

W. Kelley’s action arising out of his being denied long-term

disability benefits under Camco’s employee benefit plan, Kelley

contends that the district court erred in finding no conflict

between the offset provisions in his employer’s (Camco’s) Summary

Plan Description (SPD) and Prudential’s policy and expanding the

offset provisions contained in the SPD by including general damages

as other income.      (Kelley had settled a third-party, personal

injury action.    His retirement from Camco was linked to that.)

     *
      Pursuant to 5TH CIR. R. 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this opinion should not be published and is not precedent except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 5TH CIR. R. 47.5.4.
     A summary judgment is reviewed de novo.               E.g., Melton v.

Teachers Ins. & Annuity Ass’n of America, 

, 559 (5th

Cir. 1997).     Denial of ERISA benefits by a plan administrator

vested   with   the   authority   to    make   a   final   and   conclusive

determination of claims is reviewed for abuse of discretion.

E.g., Meditrust Financial Servs. Corp. v. Sterling Chemicals, Inc.,

, 213 (5th Cir. 1999).

     Based on our review of the record and briefs, there was no

direct conflict between the SPD and Prudential’s policy.                 See

Hansen v. Continental Ins. Co., 

, 982 (5th Cir. 1991);

Wise v. El Paso Natural Gas Co., 

, 938-39 (5th Cir.),

cert. denied, 

(1993). Accordingly, Prudential did not

abuse its discretion in denying benefits to Kelley.              Therefore,

essentially for the reasons stated by the district court.            Kelley

v. Prudential Ins. Co., et al., No. 6:98-1840 (W.D. La. 1999)

(unpublished), the judgment is

                                                             AFFIRMED.




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