Per Curiam: Plaintiffs-appellants, David L. Johnson and John G. Nunnally, appeal the district court's grant of summary judgment on their claims of discrimination under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e. This action arose in the aftermath of a reductionin-work-force which resulted in the plaintiffs' termination at the State Water Control Board of the Commonwealth of Virginia, the defendant-appellee. The district court granted summary judgment on two alternative theories: (1) the plaintiffs failed to establish a prima facie case of discrimination; and (2) the plaintiffs failed to prove that the defendant's legitimate non-discriminatory reason for the employment action was pretextual or not worthy of credence. Our review of the briefs and the record and consideration of the arguments of the parties reveals that this appeal is without merit. Accordingly, we affirm the judgment of the district court for the reasons stated in that court's memorandum opinion. David L. Johnson and John G. Nunnally v. Commonwealth of Virginia, State Water Control Board, CA No. 91-CV-481 (E.D. Va. March 27, 1992).