               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 99-41199
                        Conference Calendar



ROBERT SHAKESPEARE,

                                         Plaintiff-Appellant,

versus

BILLIE FORREST; KEITH GORSUCH; SHANE
MCBRIDE; BRUCE PERRY; JAMES REDO; S.
LEWIS; JOHN DOE; JOHN DOE, JR.; MARCUS
HUERTA; BRYAN SEWELL,

                                         Defendants-Appellees.

                        - - - - - - - - - -
          Appeal from the United States District Court
                for the Eastern District of Texas
                       USDC No. 1:96-CV-420
                        - - - - - - - - - -
                          August 24, 2000

Before KING, Chief Judge, and POLITZ and WIENER, Circuit Judges.

PER CURIAM:*

     Robert Shakespeare, Texas prisoner # 586367, appeals from a

jury verdict granting judgment in favor of the defendants in his

42 U.S.C. § 1983 action.   He argues that the district court

abused its discretion by denying his motion for appointment of

counsel and that his constitutional rights were violated by the

failure of two of the defendants, Shane McBride and Bruce Perry,

to appear at trial.


     *
        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that this opinion should not be published and is not precedent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. 99-41199
                                 -2-

     Shakespeare has not shown the exceptional circumstances

warranting appointment of counsel in a civil rights action, and

the district court did not abuse its discretion in denying his

motion.   See Ulmer v. Chancellor, 691 F.2d 209, 212 (5th Cir.

1982); Cupit v. Jones, 835 F.2d 82, 86 (5th Cir. 1987).

Additionally, Shakespeare has not established that he had a right

to cross-examine witnesses who did not appear.

     Because Shakespeare’s contentions are without merit, this

appeal is dismissed as frivolous. 5TH CIR. R. 42.2; Howard v.

King, 707 F.2d 215, 219-20 (5th Cir. 1983).   This court’s

dismissal of his appeal as frivolous counts as a “strike” for

purposes of 28 U.S.C. § 1915(g).    Adepegba v. Hammons, 103 F.3d

383, 387 (5th Cir. 1996).   Shakespeare is CAUTIONED that if he

accumulates three “strikes” under § 1915(g), he will not be able

to proceed in forma pauperis 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 § 1915(g).

     APPEAL DISMISSED; SANCTIONS WARNING ISSUED.
