The following is submitted in reply to matters raised in
the Brief in Opposition filed by Respondents Dillingham 
Construction, N.A., Inc. and Manuel J. Arceo, dba Sound 
Systems Media.

	1) Respondents seek in vain to obscure the direct 
conflict among the circuits on the issue presented by the 
Petition which is whether a state with a minimum wage law 
covering workers on public works projects is preempted by 
ERISA from providing an apprentice-specific wage limited to 
bona fide apprentices.  The Ninth Circuit held in this case 
that California may not limit an apprentice-specific wage to 
apprentices in registered programs, while the Eigth Circuit 
upheld just such a limitation in Minnesota Chapter ABC v. 
Minnesota, 47 F.3d 975 (8th Cir. 1995). Respondents, in fact, 
concede that there is a conflict in the circuits.  They seek
 to minimize that conflict by suggesting that the courts were
 answering different questions and that the result in 
California under the Ninth Circuit rule is less draconian 
since it only invalidates an application of the prevailing 
wage law and not the entire law.  If the approach urged by 
Respondents were applied to the Minnesota law, however, the 
entire apprentice exception could be invalidated.  This 
result, plainly in conflict with the policy behind the 
Fitzgerald Act, argues strongly for Court resolution of this 
important question.  The fact that different circuits may 
reach different results may sometimes be explained because 
each circuit is beginning with only the facts of the case 
before it but the task for this Court is not to explain how 
each circuit may have reached the result it did but rather to 
harmonize the results so that there is no longer a conflict.   

	(2) Respondents incorrectly suggest that this case may 
require the Court to consider factual matters not in the 
record concerning the state approval process.  This is simply 
not the case.  The program in question was given state 
approval, but this contractor sought to pay the apprentice 
specific wage during the period before the approval was 
effective.  The standards for approval, which the program did 
meet, are therefore not in issue.  In any case, the Ninth 
Circuit expressly held that California law is preempted 
regardless of whether California law contains "independent 
state standards apart from those set forth in the federal 
regulations under the Fitzgerald Act."  Pet. App. 17. 
Moreover, the regulation Respondents have submitted as an 
example of a standard which may exceed the Fitzgerald Act, 
App. 1-3, only went into effect in October 1995, years after 
this case was decided in 1991.  Finally, the California 
Supreme Court decision in Southern California ABC v. 
California Apprenticeship Council, 4 Cal. 4th 422, 14 Cal. 
Rptr. 491 (1992) makes clear that the state may not apply 
standards for approval which are separate from those in the 
Fitzgerald Act regulations.

	(3) Respondents in their discussion of this Court's 
decision in New York State Conference of Blue Cross and Blue 
Shield Plans et al. v. Travelers ___U.S.___, 115 S.Ct. 1671 
(1995), incorrectly assert that California law directly 
refers to ERISA apprenticeship plans and is thus 
"automatically" preempted.  In fact, the state law refers to 
apprentices and apprenticeship programs and these terms are 
not coextensive with ERISA plans.  See Petition 22-23. 
Respondents point out that the Ninth Circuit has considered 
the effects of Travelers in two subsequent cases, finding 
ERISA preemption in each case. ABC National Line Erection 
Apprenticeship Training Trust v. Aubry  68 F.3d 343 (9th Cir. 
1995); Inland Empire Chapter v. Dear, 1996 U.S. App. LEXIS 
2572 (9th Cir. 1996).  These additional Ninth Circuit cases 
demonstrate that this important conflict in the circuits is 
not one which will go away.  Even after considering the 
Court's admonitions in Travelers, the Ninth Circuit continues 
to adopt an overly broad view of preemption and an overly 
narrow view of the scope of the savings clause under ERISA.
This erroneous construction leads to results which impair 
congressional intent as expressed in the Fitzgerald Act.


	For the foregoing reasons, and those set forth in the 
Petition for Writ of Certiorari, the Petition for a Writ of 
Certiorari should be granted.