                  UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT

                      _____________________

                           No. 92-2809
                      _____________________

                    UNITED STATES OF AMERICA,

                                                Plaintiff-Appellee,

                              versus

                      JOSEPH JEROME WILLIS,

                                                Defendant-Appellant.

_________________________________________________________________

          Appeal from the United States District Court
               for the Southern District of Texas

_________________________________________________________________
                        (October 20, 1993)
Before KING and BARKSDALE, Circuit Judges, and PARKER,1 District
Judge.

BARKSDALE, Circuit Judge:

     The primary issue before us is the use of prior convictions,

pursuant to Fed. R. Evid. 404(b), as part of the proof for the

charged offense. Joseph Jerome Willis appeals his drug-trafficking

and weapons convictions, contending, inter alia, that his two prior

drug convictions were inadmissible, under the rule, to show that he

intended to exercise dominion and control over the cocaine base

found in the possession of his companion.   We AFFIRM.




1
     Chief Judge of the Eastern District of Texas, sitting by
designation.
                                    I.

     On   the   afternoon   of   March   9,   1992,   before   executing   an

unrelated    arrest   warrant,   officers     conducted   surveillance     of

Willis.     They observed him get into a car with a woman (later

identified as America Mercedes Falcon) and a small child.            Willis

drove in an evasive manner, causing the officers to believe that he

was attempting to evade surveillance.          They followed the vehicle

(driven by Willis) to an apartment complex, where Willis, Falcon,

and the child exited the car and entered an apartment.            Willis and

Falcon returned to the car about 15 minutes later.             Officers then

followed it to a condominium.       Willis and Falcon both got out of

the car, but Willis remained near it and appeared to be standing

lookout while Falcon entered a condominium; she returned about 15

minutes later.     Willis and Falcon then drove to a house that was

for sale or lease.     Willis was arrested while he and Falcon were

standing on its porch.

     One of the officers noticed a .25 caliber semi-automatic

pistol in plain view in the open ashtray of the car in which Willis

and Falcon had been riding.      The ashtray was closer to the driver's

side of the car than to the passenger's, and the pistol was within

easy reach of a person sitting in the driver's seat.             The pistol

was unloaded, and the officers found no ammunition clip or bullets

in the car.     Also in the car ashtray were small pieces of pink or

coral-colored cardboard with the letters "L.A." (an alias used by

Willis) and a telephone number written on them.                  A cellular

telephone and two digital pagers were found during a search of the


                                   - 2 -
car.    Small manila envelopes containing marijuana, and plastic

baggies containing cocaine and cocaine base ("crack" cocaine), were

found in Falcon's purse; and another baggie containing 12.4 grams

of crack cocaine was found in her pants.         Willis was taken to the

police station, advised of his rights, and interviewed. During the

interview, he admitted that the drugs carried by Falcon belonged to

him, but denied owning the pistol.

       Willis was charged and convicted (by a jury) for possession of

a firearm by a convicted felon, in violation of 18 U.S.C. §

922(g)(1) (count one); possession with the intent to distribute

more than five grams of cocaine base, in violation of 21 U.S.C. §§

841(a)(1) and 841(b)(1)(B) (count two); and using or carrying a

firearm during and in relation to a drug trafficking crime, in

violation   of   18   U.S.C.   §   924(c)(1)   (count   three).   He   was

sentenced, inter alia, to 120 months on count one and 150 months on

count two, to run concurrently, and to a consecutive 60-month term

on count three.

                                     II.

       Willis raises four issues:      admissibility of his prior drug

convictions pursuant to Rule 404(b); denial of his motion for a

mistrial based on an unresponsive answer; prosecutorial misconduct

during closing argument; and sufficiency of the evidence on count

three (using or carrying a firearm during and in relation to a drug

trafficking crime).




                                    - 3 -
                                  A.

     Notwithstanding admitting in his post-arrest interview that

the drugs found on Falcon were his, Willis reversed course before

trial, placing possession in issue for count two -- possession with

intent to distribute.   He contends that, in light of his offer to

stipulate to intent to distribute, his two prior drug convictions

were not   admissible   under   Rule   404(b),2   asserting   that   their

probative value on, inter alia, his intent to exercise dominion and

control over (constructively possess) the drugs was outweighed by

unfair prejudice.

                This court has set forth a two-part test for
           determining the propriety of admitting evidence of
           "bad acts" not alleged in the indictment. First,
           it must be determined that the extrinsic offense
           evidence is relevant to an issue other than the
           defendant's character. Second, the evidence must
           possess probative value that is not substantially
           outweighed by its undue prejudice and must meet the
           other requirements of rule 403.3

2
     Fed. R. Evid. 404(b) provides:

           Evidence of other crimes, wrongs, or acts is not
           admissible to prove the character of a person in
           order to show action in conformity therewith. It
           may, however, be admissible for other purposes,
           such as proof of motive, opportunity, intent,
           preparation, plan, knowledge, identity, or absence
           of mistake or accident, provided that upon request
           by the accused, the prosecution in a criminal case
           shall provide reasonable notice in advance of
           trial, or during trial if the court excuses
           pretrial notice on good cause shown, of the general
           nature of any such evidence it intends to introduce
           at trial.

3
     Fed. R. Evid. 403 provides:

                Although relevant, evidence may be excluded if
           its probative value is substantially outweighed by

                                 - 4 -
United States v. Dula, 989 F.2d 772, 777 (5th Cir. 1993) (citing

United States v. Beechum, 582 F.2d 898, 911 (5th Cir. 1978) (en

banc), cert. denied, 440 U.S. 920 (1979)).             "The district court's

determinations on these matters will not be disturbed absent a

clear showing of abuse of discretion". United States v. Robichaux,

995 F.2d    565,    568   (5th   Cir.    1993)   (internal     quotation     marks

omitted); see also United States v. Dula, 989 F.2d at 778 ("The

balancing    of    probative     value    against     prejudicial     effect   is

committed to the sound discretion of the trial judge, a decision

that is final in the absence of abuse of discretion").

     Willis stipulated that he was a convicted felon.                  Prior to

trial, the Government gave notice that, pursuant to Rule 404(b), it

intended to offer into evidence his state convictions in 1991 (the

offense in issue was in March 1992) for possession of cocaine and

possession with the intent to distribute cocaine.               Willis moved to

exclude    the    convictions,    offering     to   stipulate    to   intent   to

distribute if the Government proved possession.               Before trial, the

district court conducted a hearing regarding the admissibility of

the prior    convictions.        The     Government   urged    that   they   were

relevant not only as to Willis' intent to distribute, but also,

noted supra, as to his knowledge and intent to constructively

possess the cocaine base found on Falcon.                 The district court

denied Willis' motion, holding that the prior convictions were



            the danger of unfair prejudice, confusion of the
            issues, or misleading the jury, or by considera-
            tions of undue delay, waste of time, or needless
            presentation of cumulative evidence.

                                       - 5 -
probative on the issue of his intent to possess and that the

probative value was not substantially outweighed by any unfair

prejudice.     Shortly after trial, the district court, in a very

thorough opinion, further explained her ruling.

     The two prior convictions were admitted into evidence pursuant

to a written stipulation.      Immediately after the stipulation was

read to the jury, the district court gave a very comprehensive

limiting     instruction;4   and   the     charge   included   a   similar



4
     That instruction provided:

                Ladies and gentlemen, the evidence you have
           just heard has been admitted by me for a limited
           purpose only and you must take that evidence with
           the limited purpose I am about to tell you about.

                Evidence of other crimes, wrongs or acts is
           not admissible to prove the character of a person
           in order to show action in conformity therewith.
           In other words, it is not admitted to show somebody
           is a bad person and therefore, has committed a
           crime. It is ... admitted for the limited purpose
           of assisting you in determining the intent with
           which a defendant may have acted. In this regard,
           you are instructed that evidence of an alleged
           similar transaction may not be considered by the
           jury in determining whether an accused committed
           the acts or participated in the activity alleged in
           the indictment.     Nor may evidence of such an
           alleged similar transaction of a like nature be
           considered for any other purpose whatever unless
           the jury first finds that the other evidence in the
           case standing alone establishes beyond a reasonable
           doubt that the accused participated in the activity
           alleged in the indictment. If the jury should find
           beyond a reasonable doubt from other evidence in
           the case that the accused participated in the
           activity alleged in the indictment, then the jury
           may consider evidence as to transactions of a like
           nature in determining the state of mind or intent
           with which the accused did the act charged in the
           indictment and for only that purpose.

                                   - 6 -
instruction.5   Willis does not challenge the form of either.   And,

before the jury retired to deliberate, the court, at Willis'

request, again instructed the jury that the evidence of similar

acts could be considered only for the purpose of determining

whether the defendant had the state of mind or intent necessary to

commit the crime charged in count two (possession with intent to

distribute).

     In support of his contention that the prior convictions should

not have been admitted, Willis relies primarily, if not totally, on

United States v. Yeagin, 927 F.2d 798 (5th Cir. 1991).   Yeagin was


5
     The charge stated in pertinent part:

               During this trial, you have heard evidence of
          acts of the defendant which may be similar to those
          charged in the indictment, but which were committed
          on other occasions. You must not consider any of
          this evidence in deciding if the defendant
          committed the acts charged in the indictment.
          However, you may consider this evidence for
          another, very limited, purpose.

               Evidence of some other act of a like nature
          may not be considered for any other purpose
          whatsoever unless you first find that the other
          evidence in the case, standing alone, establishes
          beyond a reasonable doubt that the accused did the
          particular act charged in the particular count of
          the indictment then under deliberation.

               If you find beyond a reasonable doubt from
          other evidence in the case that the accused did the
          act   charged  in   the   particular  count   under
          deliberation, then you may consider evidence of the
          similar acts committed on other occasions to
          determine whether the defendant had the state of
          mind or intent necessary to commit the crime
          charged in count two of the indictment.

               This is the limited purpose for which evidence
          of other similar acts may be considered.

                               - 7 -
convicted for violations almost identical to those charged against

Willis:    possession with the intent to distribute methamphetamine,

use of a firearm in connection with a drug-trafficking offense, and

possession of a firearm as a convicted felon.                Id. at 799.    And, as

here, in an effort to prevent the Government from introducing

evidence of his nine prior felony convictions, Yeagin offered to

stipulate that he had the requisite intent to distribute if the

Government proved that he possessed methamphetamine, and that he

had prior felony convictions if the government proved that he

possessed a firearm.       Id. at 800.   The Government refused to accept

the stipulations, and a list of all nine of the convictions was

read to the jury.     Id. at 800.

       On Yeagin's appeal, the Government conceded that the district

court erred in admitting four of the nine convictions, because they

were non-drug-related and, therefore, irrelevant.                      Id. at 801.

"[T]o provide guidance to the district court in retrying the case,"

our court considered the admissibility of Yeagin's other five prior

convictions, and concluded that, in light of Yeagin's offer to

stipulate    to   intent     to   distribute    if     the    Government    proved

possession,    the   prior    convictions      were    not    relevant     to   that

element.    Id. at 801-02.

       The Government waited until the appeal in Yeagin to assert

that   Yeagin's   prior      drug-related    convictions        were    admissible

because they were relevant to the issue of knowledge or intent

required for constructive possession.            Id.    Our court responded:

                 We agree that constructive possession includes
            some element of knowledge or intent. We also agree

                                     - 8 -
           that Yeagin's past drug-related crimes might have
           been relevant on the issue of whether Yeagin
           intended at the time of his arrest to exercise
           dominion or control over the drugs....       This
           evidence, however, was highly prejudicial to
           Yeagin. It provided direct support only for the
           one inference specifically forbidden by rule
           404(b):   that because Yeagin had committed drug
           crimes in the past, he had a bad character and a
           propensity to commit such crimes again.

                Other crimes evidence is not admissible merely
           because the government manages on appeal to
           identify some broad notion of intent lurking behind
           the element of possession.     A trial judge faced
           with the problem of admissibility of other crimes
           evidence should exercise caution and should require
           the government to explain why the evidence is
           relevant and necessary on a specific element that
           the government must prove. Otherwise, the accused
           might be convicted because of his participation in
           other crimes rather than because he is guilty
           beyond a reasonable doubt of the crime alleged.

Id. at 803 (citations and internal quotation marks omitted).                Our

court held in Yeagin that the "need to introduce evidence of [the]

nine   prior   convictions   was    negligible      in    comparison   to   the

extremely prejudicial effect that this evidence must have had on

the jury."     Id.   Such is not the case here.          The result in Yeagin

is controlled by two factors not present in the case before us.

First, four of Yeagin's nine prior convictions were not drug-

related.     That fact alone might have been sufficient to warrant

reversal. Id. at 801. Second, although Yeagin's prior convictions

were offered at trial to prove that he intended to distribute the

cocaine, the Government waited until the appeal to assert that the

convictions     were   admissible    to     prove   that    he   intended   to

constructively possess the cocaine.




                                    - 9 -
     As discussed, although Willis admitted ownership of the drugs

in a post-arrest interview, his defense at trial was that he did

not possess them.     And, because the drugs were found on Falcon,

Willis' constructive possession was a critical issue.              As noted in

Yeagin,   knowledge   and    intent   are   elements    of    constructive

possession, id. at 803: i.e., the Government was required to prove

that Willis knew that Falcon possessed the drugs and that he

intended to exercise dominion and control over them.6                "Because

intent is subjective, it is often difficult to prove.          This was the

rationale behind allowing evidence of other crimes to show intent

under 404(b)".   Robichaux, 995 F.2d at 568.           Therefore, Willis'

convictions in 1991 for possession of cocaine and possession with

the intent to distribute cocaine were highly probative on that

issue and thus clearly relevant.       See United States v. Osum, 943

F.2d 1394, 1404 (5th Cir. 1991) (quoting Beechum, 582 F.2d at 911)

("where the issue addressed is the defendant's intent, extrinsic

offenses that are similar in nature are admissible because `the

relevancy of the extrinsic offense derives from the defendant's

indulging himself in the same state of mind in the perpetration of

6
     With respect to        constructive    possession,      the    jury   was
instructed as follows:

               A   person   who,  although  not   in  actual
          possession, knowingly has both the power and the
          intention at a given time to exercise dominion or
          control over a thing, either directly or through
          another person or persons, is then in constructive
          possession of it.

The jury was instructed that the term "`knowingly' ... means that
the act was done voluntarily and intentionally and not because of
mistake or accident or any other innocent reason".

                                 - 10 -
both the extrinsic and charged offenses.    The reasoning is that

because the defendant had unlawful intent in the extrinsic offense,

it is less likely that he had lawful intent in the present

offense.'").

     An even more important distinction between this case and

Yeagin is that Willis' prior convictions were expressly offered,

admitted, and presented to the jury for the purpose of showing his

intent to constructively possess the cocaine base.   Unlike Yeagin,

the Government did not wait until appeal to urge that basis for

admissibility.

     The district court applied Yeagin and, as mandated by it,

required the Government to explain why Willis' prior convictions

were relevant and necessary, and then carefully conducted the

required balancing, concluding at the hearing and in its post-trial

opinion, that the jury's knowledge that Willis was a convicted

felon, pursuant to the stipulation on count one (possession of

firearm by convicted felon), mitigated the prejudicial effect of

learning the nature of his prior convictions.   The danger of unfair

prejudice to Willis was minimized by the district court's careful

instructions to the jury, which made it clear that the prior

convictions could not be considered unless and until the jury first

found that Willis had participated in the charged acts, and, even

then, could be considered only for the purpose of determining

whether Willis had the state of mind or intent necessary to commit

the crime of possession with the intent to distribute cocaine base.

See United States v. White, 972 F.2d 590, 599 (5th Cir. 1992)


                              - 11 -
("danger of prejudice to the defendant is minimal so long as it is

clear to the jury that the extrinsic evidence is being introduced

for the sole purpose of showing intent"), cert. denied, ___ U.S.

___, 113 S. Ct. 1651 (1993); United States v. Elwood, 999 F.2d 814

(5th Cir. 1993).   The district court did not abuse its discretion.

                                 B.

     Willis contends that the district court erred by denying his

motion for a mistrial, based on the following exchange between the

prosecutor and a Government witness (a police officer) during

direct examination (concerning the pistol found in the car in which

Willis had been riding):

          Q    Did you remove this pistol?

          A    Yes, I did.

          Q    Tell the jury how you did that.

          A    I opened the door and reached in and took
          custody of the pistol.    Again, that is for our
          safety. I didn't know if there was other weapons
          or not in this vehicle. I had prior knowledge that
          there would be weapons, either on the person or in
          the vehicle.

The court sustained Willis' objection that the last part of the

answer was unresponsive, and, at his request, struck that part and

instructed the jury to disregard it.     But, it overruled Willis'

motion for mistrial.

     Willis maintains that the unresponsive answer was grounded in

inadmissible hearsay and was so prejudicial that a mistrial should

have been granted.7    "The grant or denial of a mistrial is, of

7
     Willis also contends, for the first time on appeal, that the
unresponsive answer violated the spirit and intent of an in limine

                               - 12 -
course, a matter left to the discretion of the district court.          We

review only for abuse of that discretion".             United States v.

Coveney, 995 F.2d 578, 584 (5th Cir. 1993).            Moreover, "[a]ny

error, defect, irregularity or variance which does not affect

substantial rights shall be disregarded".       Fed. R. Crim. P. 52(a).

     Based on our review of the transcript, we are convinced that

the statement in issue did not have a substantial impact on the

jury's verdict.    Among other things, when the statement was made,

the jury already knew that Willis was a convicted felon and that,

when the pistol was found, the police were there to serve Willis

with an arrest warrant.       Moreover, any potential prejudice was

cured   by   the   district   court's     striking   the   testimony   and

instructing the jury to disregard it.       See Zafiro v. United States,

___ U.S. ___, 113 S. Ct. 933, 939 (1993) ("juries are presumed to

follow their instructions").




ruling. Prior to trial, the district court granted Willis' request
to prohibit the Government from mentioning either the nature of the
arrest warrant the police were attempting to execute (assault with
a deadly weapon and possession of a firearm) or that, at the time
of his arrest, Willis was wanted for questioning in a homicide
investigation.   Because Willis did not urge this ground in the
district court as a basis for a mistrial, we review it only for
plain error. See United States v. Greenwood, 974 F.2d 1449, 1462
(5th Cir. 1992), cert. denied sub nom., Crain v. United States, ___
U.S. ___, 113 S. Ct. 2354 (1993). "In order to constitute plain
error, the error must have been so fundamental as to have resulted
in a miscarriage of justice". United States v. Garcia, 995 F.2d
556, 561 (5th Cir. 1993). The witness' statement did not reveal
any information concerning the nature of the arrest warrant or that
Willis was wanted for questioning in an unrelated homicide
investigation.     Therefore, to say the least, it is most
questionable whether the in limine prohibition was breached. In
short, there was no plain error.

                                 - 13 -
                                 C.

     Next, Willis asserts that the prosecutor deprived him of a

fair trial by referring to him during closing argument as a "man

that is not employed".8   He asserts that this was an inflammatory

inference, based on evidence outside the record, that he sold drugs

for a living; was in blatant disregard of the court's instruction;

and deprived him of a fair trial.

     "Counsel is accorded wide latitude during closing argument,

and this court gives deference to a district court's determination

regarding   whether   those   arguments    are   prejudicial   and/or

inflammatory".   United States v. Murphy, 996 F.2d 94, 97 (5th Cir.

1993).   "Our task in reviewing a claim of prosecutorial misconduct

is to decide whether the misconduct casts serious doubt upon the

correctness of the jury's verdict."     United States v. Kelley, 981

F.2d 1464, 1473 (5th Cir.) (internal quotation marks and citation

omitted), cert. denied, ___ U.S. ___, 113 S. Ct. 2427 (1993).    "In

making that determination, we consider: (1) the magnitude of the

prejudicial effect of the statements; (2) the efficacy of any

cautionary instructions; and (3) the strength of the evidence of

the appellant['s] guilt."      Id. (internal quotation marks and

citation omitted).    "[T]he comments complained of must be viewed

within the context of the trial in which they are made".       United

States v. Dula, 989 F.2d at 776.



8
     Willis objected, and the court instructed the jury that it had
the sole duty to recall the evidence. Willis did not move for a
mistrial.

                               - 14 -
     The claimed improper reference is asserted by Willis to have

its genesis in the recross examination of one of the arresting

officers.       Earlier on redirect, when the prosecutor asked the

officer if he had questioned Willis about his employment, he

responded: "I knew that he was unemployed".         Willis' counsel did

not object or seek voir dire to determine the basis of the witness'

knowledge.      On recross, however, Willis' counsel questioned the

officer about that basis:

            Q    [W]hen you told this jury that -- you didn't
            ask my client whether he did any work, you just
            assumed that he was unemployed?

            A    No, sir, I had done a background check and I
            had that information to follow.

Willis' counsel objected that the officer's knowledge was based on

hearsay, and asked the court to instruct the jury to disregard any

opinion of the witness about Willis being unemployed.         The court

rejected    the   Government's   assertion   that   the   objection   was

untimely, and instructed the jury to disregard any testimony by the

witness concerning Willis' employment.        On second redirect, the

prosecutor again asked the witness about Willis' employment:

            Q    Did you find anything on him indicating any
            sort of employment?

            A     No, sir.

            Q     For any company or anything like that?

            A     No, sir.

            Q    During your interview with him, did he mention
            anything about being employed?

            A     No, sir.



                                 - 15 -
This testimony was not objected to.                 Accordingly, even assuming

that    the    prosecutor's        reference     during     closing    to    Willis'

unemployment was not fully supported by the evidence, it does not

come close to casting doubt, much less "serious doubt[,] upon

[either] the correctness of the jury's verdict" or the fairness of

Willis' trial.

                                            D.

       Finally, Willis contends that the evidence is insufficient to

sustain his conviction for using or carrying a firearm during and

in relation to a drug trafficking crime (count three).                           "In

reviewing a verdict challenged on the sufficiency of the evidence,

this Court views the evidence, whether direct or circumstantial,

and all reasonable inferences drawn from the evidence, in the light

most favorable to the jury's verdict ... [to] determine whether `a

rational      trier    of   fact    could    have   found      that   the   evidence

established      the    essential     elements      of   the    offense     beyond   a

reasonable doubt'".         United States v. Madison, 990 F.2d 178, 181

(5th Cir. 1993) (quoting United States v. Carter, 953 F.2d 1449,

1454 (5th Cir.), cert. denied, ___ U.S. ___, 112 S. Ct. 2980

(1992)).

       For count three, the Government was required to prove beyond

a reasonable doubt (1) that Willis committed the drug-trafficking

crime of possession with the intent to distribute more than five

grams of cocaine base, and (2) that he knowingly used or carried

the .25 caliber semi-automatic weapon, (3) during and in relation

to that crime.         United States v. Blankenship, 923 F.2d 1110, 1114


                                       - 16 -
(5th Cir.), cert. denied, ___ U.S. ___, 111 S. Ct. 2262 (1991).

"Conviction under [18 U.S.C. § 924(c)(1)] does not depend on proof

that the defendant had actual possession of the weapon or used it

in any affirmative manner[,] [but only that] the firearm was

available to provide protection to the defendant in connection with

his engagement in drug trafficking".       United States v. Mora, 994

F.2d 1129, 1140-41 (5th Cir. 1993) (internal quotation marks and

citation omitted).

     Although, as discussed supra, Willis challenges unsuccessfully

the use of extraneous offenses to support his conviction for

possession with the intent to distribute (count two), he does not

otherwise challenge the sufficiency of the evidence as to that

count.   Accordingly, for purposes of the first element of count

three, the evidence is sufficient to prove that Willis committed a

drug-trafficking crime.

     Concerning   the   second   element   (knowing   possession   of   a

firearm), Willis maintains that the evidence is insufficient to

show that he possessed the gun, because Falcon, who was carrying

the drugs, had ample opportunity to put the gun in the car ashtray

after Willis got out of the car.      This contention is meritless.

Willis has not challenged the sufficiency of the evidence on count

one (felon in possession of a firearm); knowing possession of the

firearm is an essential element of that offense.      United States v.

Murray, 988 F.2d 518, 521 (5th Cir. 1993).            Accordingly, his

knowing possession of the weapon for purposes of count three is

established.


                                 - 17 -
      Finally, for the third element of the offense, Willis contends

that the evidence is insufficient to establish a nexus between the

weapon and the drug-trafficking.       According to Willis, there is no

evidence that drugs were being distributed on the day of his

arrest, or that a small, unloaded .25 caliber pistol would serve

any   immediate   purpose   in   facilitating    drug   trafficking.      We

disagree.     Willis' "business cards" (the pieces of cardboard with

his alias and pager number) were in the car ashtray where the gun

was found; two digital pagers and a cellular telephone also were

found in the car.    This evidence amply supports an inference that

Willis conducted his drug-trafficking business from his car.             The

evidence also supports an inference that Falcon was delivering

drugs to customers while Willis remained near the car and gun.

      Although "the government had to prove as an essential element

of the offense that a relationship existed between" the weapon and

the drug-trafficking offense, it did not have to show (as Willis

concedes) that Willis actually used or brandished the weapon.

United States v. Coburn, 876 F.2d 372, 375 (5th Cir. 1989).              The

evidence is sufficient if it shows that the "firearm facilitated or

had a role in the crime, such as emboldening an actor who had the

opportunity or ability to display or discharge the weapon to

protect himself or intimidate others".           Id.    "The fact that a

weapon   is   `unloaded'    or   `inoperative'   does   not   insulate   the

defendant from the reach of section 924(c)(1)".          United States v.

Contreras, 950 F.2d 232, 241 (5th Cir. 1991), cert. denied, ___

U.S. ___, 112 S. Ct. 2276 (1992).            Even though the gun was


                                   - 18 -
unloaded, the jury could have found that Willis had the opportunity

or   ability   to   use    it   for   intimidation   and   protection,   thus

facilitating his possession with the intent to distribute cocaine

base.

                                       III.

      For the foregoing reasons, the judgment is

                          AFFIRMED.




                                      - 19 -
