UNITED STATES COURT OF APPEALS

                        FOR THE FIFTH CIRCUIT



                             No. 99-40793
                           Summary Calendar


      JENNIFER CAREY, Individually and As Representative of the
             ESTATE OF GARY ANTHONY CAREY, Deceased, and
             As Next Friend of DANIEL ANTHONY CAREY, and
            LEE RICHARD CAREY and GARY MARTIN JOHN CAREY;
                  ANNE CAREY; and ROLAND LEE BRUMLEY,

                                                Plaintiffs-Appellants,

                                VERSUS

       SUB SEA INTERNATIONAL, INC.; SUB SEA OFFSHORE, LIMITED;
             MOBIL CORPORATION; MOBIL NORTH SEA, LIMITED;
                   COOPER CAMERON CORPORATION; and
                     COOPER CAMERON (UK) LIMITED,

                                                Defendants-Appellees.


             Appeal from the United States District Court
                  for the Eastern District of Texas
                           No. 1:98-CV-1917

                            March 23, 2000
Before SMITH, BARKSDALE and PARKER, Circuit Judges.

PER CURIAM:1

       Plaintiff-Appellants seek reversal of the district court's

dismissal of their case for lack of personal jurisdiction and for

lack of a convenient forum.    In addition, plaintiff-appellants

seek remand of their suit to state court due to lack of complete



  1
     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this opinion should not be published and is not precedent except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.

                                 -1-
diversity.   Because we find that the district court did not abuse

its discretion by addressing the issues of personal jurisdiction

and forum non conveniens before determining subject-matter

jurisdiction, we AFFIRM.

                    FACTS AND PROCEEDINGS BELOW

      In a third attempt to recover damages under the laws of the

State of Texas for an oilfield accident in the North Sea,

appellants filed suit in state court in Jefferson County, Texas.

Sub Sea Offshore managed the two employees that were injured in

this accident: Gary Anthony Carey and Roland Lee Brumley.2   A

portion of the wellhead involved in the accident was manufactured

by Cooper Cameron (U.K.), Ltd. and was sold under contract to

Mobil North Sea Ltd.

      The district court held that the domestic defendants--Cooper

Cameron, Sub Sea International, Inc. and Mobil Corporation--had

no connection with the accident that was the subject of the suit

and that they could not possibly be held liable to appellants.

Thus, the district court concluded that these defendants were

fraudulently joined.   The district court then determined that the

foreign defendants--Mobil North Sea, Ltd., Cooper Cameron (U.K.)

Ltd. and Sub Sea Offshore Ltd.--did not have sufficient contacts

with the State of Texas to justify the court's exercise of

personal jurisdiction over them.   As an alternative ground for



  2
     Mr. Carey was employed and trained by Sub Sea Offshore Ltd.
Mr. Brumley was hired by Sub Sea Overseas, Inc., but was trained
and paid by Sub Sea Offshore.

                                -2-
dismissal, the district court noted that the case would be better

brought in Scotland because that was where all the witnesses were

located.   Based on these findings, inter alia, the district court

held that the motion to remand should be denied and that the

motions to dismiss the case should be granted.

     Appellants raise two primary points of error on appeal.

First, they argue that the district court did not have discretion

to dismiss this case for lack of personal jurisdiction and forum

non conveniens without first completely deciding subject-matter

jurisdiction.    Second, appellants argue that the district court

erred in finding that the domestic defendants were fraudulently

joined.

                          STANDARD OF REVIEW

     Pursuant to the Supreme Court's decision in Ruhrgas AG v.

Marathon Oil Co., 

, 

(1999), a court's

decision to address non-merits matters (such as personal

jurisdiction and forum non conveniens) prior to deciding the

issue of subject-matter jurisdiction is reviewed for abuse of

discretion.     See Marathon Oil, 526 U.S. at 

.   A court's decision to grant a motion to dismiss for lack

of personal jurisdiction is reviewed de novo.     See Doddy v. OXY

USA, Inc., 

, 460 (5th Cir. 1996).    The appropriate

standard by which to review the district court's decision to

dismiss the case based on forum non conveniens is abuse of

discretion.     See Piper Aircraft Co. v. Reyno, 

, 257

(1981); Dickinson Marine, Inc. v. Panalpina, Inc., 

,


                                  -3-
335 (5th Cir. 1999).

     Because the district court's fraudulent joinder

determination was resolved under a summary judgment-like

procedure, see, e.g., Burden v. General Dynamics Corp., 

, 217 n.18 (5th Cir. 1995) (citing cases), our review of that

decision is de novo.   See 

n.44 (“We have previously

observed that the standard of review for a fraudulent joinder

claim is similar to that used on a motion for summary judgment.”)

(citing B., Inc. v. Miller Brewing Co., 

, 549 n.9

(5th Cir. Unit A Dec. 1981)).

                            DISCUSSION

I.   Fraudulent Joinder and Personal Jurisdiction.

     A.   Subject-Matter Jurisdiction and Order of Determination.

     In Marathon Oil, the Supreme Court reviewed an en banc

decision from this circuit which held that, in removed cases, a

district court must decide the issue of subject-matter

jurisdiction before deciding issues of personal jurisdiction.

See 

, 214 (5th Cir. 1998), rev'd, 

, 119




                                -4-
S. Ct. 1563 (1999).3   After noting that courts usually decide the

question of subject-matter jurisdiction at the outset, the

Supreme Court held that a court “does not abuse its discretion by

turning directly to personal jurisdiction.”        Marathon Oil, 526

U.S. at 

.        See also Alpine View Co. v.

Atlas Copco AB, --- F.3d ---, ---, No. 97-20879, 

,

at *3 (5th Cir. Feb. 25, 2000).

      The facts of Marathon Oil are strikingly similar to those of

the case sub judice.     Marathon joined an alien plaintiff as well

as an alien defendant.    The Court reasoned that if the joinder of

the alien defendant was legitimate, the complete diversity

required by the Federal Rules of Civil Procedure would have been

absent.   See Marathon Oil, 526 U.S. at 

.

In this case, if joinder of the domestic defendants was

legitimate, then diversity would have been absent because of the

fact that at least one of the appellants was a Texas resident.

We find that the district court did not abuse its discretion in

determining that the domestic defendants were fraudulently joined

prior to a finding on subject-matter jurisdiction.

      After finding that the domestic defendants were fraudulently

joined, the district court held that the foreign defendants

lacked sufficient contacts with the State of Texas to establish

personal jurisdiction under the Texas long-arm statute.       Before



  3
     The Supreme Court's opinion in Marathon Oil was not
published until nearly a month after Judge Cobb filed his
Memorandum Order.

                                  -5-
performing our de novo review of this determination, we turn to

the issue of whether the district court's decision to examine the

question of personal jurisdiction before deciding subject matter

jurisdiction was wrong.

     We agree with appellees that appellants' argument that the

district court could not proceed to the issue of personal

jurisdiction after its finding of fraudulent joinder is

simplistic.   The appropriate inquiry is whether the district

court, in its discretion, can dismiss the case on non-merits

grounds before answering the question of subject-matter

jurisdiction.   The District of Columbia Court of Appeals has

articulated this principle.

     Thus, although, subject-matter jurisdiction is special
     for many purposes (e.g., the duty of courts to bring it
     up on their own), a court that dismisses on other non-
     merits grounds such as forum non conveniens and
     personal jurisdiction, before finding subject-matter
     jurisdiction, makes no assumption of law-declaring
     power that violates the separation of powers . . . .
                              * * *
     [D]ismissal for want of personal jurisdiction is
     independent of the merits and does not require subject-
     matter jurisdiction.

Papandreou v. United States, 

, 255-56 (D.C. Cir.

1998), quoted with approval in Marathon Oil, 526 U.S. at 

.   Under the facts of this case, we find that the

district court did not abuse its discretion in resolving the

issue of personal jurisdiction antecedent to a finding on

subject-matter jurisdiction.

     B.   Fraudulent Joinder.

     The district court held that the affidavits and exhibits to


                                -6-
defendants' motion to dismiss amply support their contention of

fraudulent joinder.   Appellants argue that this ruling should

reversed and remanded because the district court acted sua sponte

in violation of their due process rights.     After examination of

the record, we disagree.    The district court's fraudulent joinder

ruling is affirmed.

      C.   Personal Jurisdiction.

      The district court determined that the foreign defendants--

Mobil North Sea, Ltd., Cooper Cameron (U.K.) Ltd. and Sub Sea

Offshore Ltd.--were not amenable to suit in the United States.

We find nothing in the record to dispute this finding.     The

district court's ruling on personal jurisdiction is affirmed.

II.   Forum Non Conveniens.

      Appellants argue that the district court's forum non

conveniens ruling was erroneous because it lacked subject-matter

jurisdiction to make this determination.     This argument fails

whether it is applied to personal jurisdiction or forum non

conveniens.   See Marathon Oil, 526 U.S. at 

(“It is hardly novel for a federal court to choose among

threshold grounds for denying audience to a case on the

merits.”); “Forum non conveniens does not raise a jurisdictional

bar but instead involves a deliberate abstention from the

exercise of jurisdiction.     While such abstention may appear

logically to rest on an assumption of jurisdiction, it is as

merits free as a finding of no jurisdiction.”     

(citations omitted).     For reasons similar to those


                                  -7-


, we decline to accept appellants' rigid sequencing

of appropriate district court actions which is contrary to the

letter and spirit of Marathon Oil.

     Because we find that the district court did not abuse its

discretion in dismissing appellants' case on the grounds of forum

non conveniens, we affirm.

                             CONCLUSION

     We find that the district court did not abuse its discretion

in ruling on the issues of personal jurisdiction and forum non

conveniens prior to making a finding that subject matter

jurisdiction existed.   Furthermore, the district court's ruling

on fraudulent joinder and its ruling on personal jurisdiction

with respect to the foreign defendants were not erroneous.



AFFIRMED.




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