               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 01-20966
                        Conference Calendar



EMMITT WILLIAM, III,

                                         Plaintiff-Appellant,

versus

DR. R. REED; DR. C.V. DINH,

                                         Defendants-Appellees.

                       --------------------
          Appeal from the United States District Court
               for the Southern District of Texas
                      USDC No. H-00-CV-4135
                       --------------------
                         February 20, 2002

Before JOLLY, JONES, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     The motion by Emmitt William, III, Texas prisoner

# 849867, for leave to proceed in forma pauperis (“IFP”) on

appeal is DENIED.   See 28 U.S.C. § 1915(a)(3); FED. R. APP. P.

24(a); Baugh v. Taylor, 117 F.3d 197, 202 (5th Cir. 1997).    The

instant appeal is without arguable merit and is thus frivolous.

Accordingly, it is DISMISSED.   See Baugh, 117 F.2d at 202 n.24;

Howard v. King, 707 F.2d 215, 219-220 (5th Cir. 1983).

     Both the district court’s dismissal of William’s complaint

and this court’s dismissal of this appeal count as “strikes” for

     *
        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that this opinion should not be published and is not precedent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.
                          No. 01-20966
                               -2-

purposes of 28 U.S.C. § 1915(g).    See Adepegba v. Hammons, 103

F.3d 383, 385-87 (5th Cir. 1996).   William is CAUTIONED that if

he accumulates a third “strike” under § 1915(g), he will not be

able to proceed IFP in any civil action or appeal filed while he

is incarcerated or detained in any facility unless he is under

imminent danger of serious physical injury.    See 28 U.S.C.

§ 1915(g).

     APPEAL DISMISSED; IFP MOTION DENIED; THREE-STRIKES WARNING

ISSUED.
