                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT

                         __________________

                             No. 95-20552
                         Conference Calendar
                          __________________


CARL W. DAVIS, CHARLES J.
CHANNELL, CLIFFORD RICE,
ROBERT LAND, MICHAEL D.
MILLER, ROBERT G. WHITE, MICHAEL
BRYANT, GREGORY THARP, JOHN NEWELL,

                                       Plaintiffs,

MICHAEL CAIN,                          Plaintiff-Appellant,

versus

JOHNNY KLEVENHAGEN, Sheriff, et al.,

                                       Defendants-Appellees.



                        - - - - - - - - - -
           Appeal from the United States District Court
                for the Southern District of Texas
                       USDC No. CA-H-94-1302
                        - - - - - - - - - -
                          February 29 1996
Before GARWOOD, JONES, and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:*

     Michael Cain appeals from the district court's judgment

dismissing his civil rights action with prejudice pursuant to 28

U.S.C. § 1915(d).   Cain argues that the district court erred in

dismissing the complaint without giving him an opportunity to

plead his best case.   We have reviewed the record and the


     *
        Pursuant to Local Rule 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that this opinion should not be published and is not precedent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 Local Rule
47.5.4.
                             No. 95-20552
                                  -2-

district court's opinion and find no reversible error.    A

separate suit by individuals for equitable relief is disallowed

to avoid interference with the orderly administration of the

class action.   See Gillespie v. Crawford, 858 F.2d 1101, 1103

(5th Cir. 1988) (en banc).    Moreover, supervisory officials are

not liable for the actions of subordinates on a theory of

vicarious liability or respondeat superior.     See Thompkins v.

Belt, 828 F.2d 298, 303 (5th Cir. 1987).

     On appeal, Cain can present no legal points arguable on

their merits, and the appeal is frivolous.    See Howard v. King,

707 F.2d 215, 220 (5th Cir. 1983).    Because the appeal is

frivolous, it is DISMISSED.    See 5th Cir. Rule 42.2.   The motions

to amend the complaint, for appointment of counsel, and for an

extension of time to file a brief are DENIED.    We caution Cain

that any additional frivolous appeals filed by him will invite

the imposition of sanction.    To avoid sanctions, Cain is further

cautioned to review any pending appeals to ensure that they do

not raise arguments that are frivolous because they have been

previously decided by this court.

     APPEAL DISMISSED.
