IN THE UNITED STATES COURT OF APPEALS
                      FOR THE THIRD CIRCUIT

                           No. 00-3625
                       ____________________

                     LAPID-LAUREL, L.L.C.;
                 JOHN AND JANE DOE, Appellants
                                v.
                 ZONING BOARD OF ADJUSTMENT OF
                 THE TOWNSHIP OF SCOTCH PLAINS;
                 THE TOWNSHIP OF SCOTCH PLAINS;
                  ALTA A. ROSE; BARBARA HOREV
                   (D.C. Civ. No. 99-cv-02461)
            _________________________________________

                    Argued: September 7, 2001

          Before: BECKER, Chief Judge, ALITO and BARRY,
                         Circuit Judges.

                  (Opinion filed March 15, 2002)
                   ____________________________

                      ORDER AMENDING OPINION
                   ____________________________

     The slip opinion in the above case filed March 15, 2002 is hereby amended as
follows:

     1.  On page 19, line 19, the word Mengine should be italicized.

     2.  On page 20, line 10, delete "at 233" after Id.

     3.  On page 29, next to the last line of footnote 8, delete the comma after the word
"accommodations."

     4.  On page 33, line 8, drop the "s" in the word requires, and add the word "would"
before the word "require."


                              BY THE COURT:


                                  /s/ Edward R. Becker    
                              Chief Judge

DATED: March 19, 2002                            MEMORANDUM

DATE:     March 18, 2002

TO:       Carolyn Hicks, Case Manager

FROM:     Judge Becker

RE:       Lapid-Laurel v. Zoning Board of Adjustment
          No. 00-3625
          Opinion filed March 15, 2002


     Please file enclosed Unpublished Order Amending Opinion in the above
captioned case.



                              Sincerely,



                              Edward R. Becker

ERB:afr

     cc:  Judge Alito
     Judge Barry
     Marcy Waldron
     Trish Coleman