               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 96-60368
                        Conference Calendar



JAMES M. LYLE, IV, ET AL.,

                                           Plaintiffs,

JAMES M. LYLE, IV; CHARLES HAMPTON,

                                           Plaintiffs-Appellants,

versus

JOE PRICE, Sheriff; RICK GASTON, Capt., Warden;
FIDELITY AND DEPOSIT COMPANY OF MARYLAND,

                                           Defendants-Appellees.

                       --------------------
          Appeal from the United States District Court
            for the Southern District of Mississippi
                     USDC No. 1:92-CV-578-GR
                       --------------------

                         December 15, 1999

Before JOLLY, HIGGINBOTHAM, and BARKSDALE, Circuit Judges.

PER CURIAM:*

     James M. Lyle, IV (Prisoner No. 02386) and Charles Hampton

(Prisoner No. 03230-043) seek leave to proceed in forma pauperis

(IFP), following the district court’s certification that their

appeals from the judgment in favor of the defendants in a civil-

rights complaint are taken in bad faith.     Lyle and Hampton argue



     *
        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that this opinion should not be published and is not precedent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. 96-60368
                               -2-

that the district court was clearly erroneous in finding that

there was no factual basis for their claims.

     Neither Hampton nor Lyle have shown that they can bring any

claims of arguable merit on appeal.   Accordingly, both IFP

motions are DENIED and the appeal is DISMISSED.   5TH CIR. R. 42.2.

     IFP DENIED; APPEAL DISMISSED.
