                    UNITED STATES COURT OF APPEALS

                        FOR THE FIFTH CIRCUIT



                             No. 95-10693
                           Summary Calendar


                      MD II ENTERTAINMENT, INC.,
                     d/b/a THE FARE WEST, et al.,

                                Plaintiffs-Appellees,

                                    and

               FRANK SMITH, d/b/a SHEER D'LITE, et al.,

                                Plaintiffs-Appellees/Cross-Appellants

                                VERSUS

                           CITY OF DALLAS,

                                Defendant-Appellant/Cross-Appellee.


            Appeal from the United States District Court
                 for the Northern District of Texas
                            (94-CV-1422)
                            April 30, 1996


Before WIENER, PARKER, and DENNIS, Circuit Judges.

PER CURIAM1:

     Nine   separate   plaintiffs    successfully   challenged   certain

municipal ordinances as unconstitutional.           The district court

entered an order granting in part plaintiffs' motions for costs and

attorneys' fees.    Defendant appeals that award.     Four of the nine

plaintiffs cross-appeal.


     1
      Pursuant to Local Rule 47.5, the court has determined that
this opinion should be unpublished.
     This court reviews the district court's award of attorneys'

fees for abuse of discretion and the supporting factual findings

for clear error.   Watkins v. Fordice, 7 F.3d 453 (5th Cir. 1993).

We have reviewed the record and the thorough order of the district

court.   We find that the district court's factual findings are not

clearly erroneous and its award of attorneys' fees was not an abuse

of discretion.     Therefore, the order of the district court is

AFFIRMED.




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