****************************************************** PR # 31238 An unusual optical red envelope has been observed for the first time around the galaxy sitting at the center of the poor cluster MS1111.9 -3754, discovered in the EMSS x-ray survey. This optical envelope may be the product of accretion due to a massive cooling flow, and this would be the first case in which the bulk of the accreted material i s seen. A preliminary analysis of ROSAT PSPC data show a large X-ray emitting envelope of gas at a temperature of about 5 keV. We propose to obtain a 40 ks ASCA observation which, combined with our ROSAT-HRI observation, will allow us to measure accurately temperature and met allicity of the X-ray emitting gas and determine the origin of the X- ray emission and the extended red envelope around the galaxy. ******************************************************