                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 05-1812
UNITED STATES OF AMERICA,
                                               Plaintiff-Appellee,
                                 v.

THOMAS WALKER,
                                           Defendant-Appellant.

                          ____________
            Appeal from the United States District Court
     for the Southern District of Indiana, Terre Haute Division.
          No. 04 CR 19—Larry J. McKinney, Chief Judge.
                          ____________
    ARGUED OCTOBER 24, 2005—DECIDED MAY 17, 2006
                   ____________


  Before POSNER, WILLIAMS, and SYKES, Circuit Judges.
  SYKES, Circuit Judge. Thomas Walker, an inmate at the
United States Penitentiary in Terre Haute, Indiana,
pleaded guilty to stabbing four correctional officers with
sharpened metal rods. A few days later he had second
thoughts and mailed a letter to the district court asking to
withdraw one of his guilty pleas. On the day of sentencing,
Walker’s attorney filed a motion to withdraw all four pleas,
asserting that Walker “felt coerced” to plead guilty because
the district court had denied his motion to transfer the case
to Indianapolis and he did not think he could get a fair trial
in Terre Haute. The district court denied Walker’s motion
2                                                   No. 05-1812

and sentenced him to 240 months’ imprisonment—30
months longer than the high end of the applicable advisory
Sentencing Guidelines range.
  Walker argues on appeal that (1) the district court should
have permitted him to withdraw his guilty pleas, (2) under
Rule 32(h) of the FEDERAL RULES OF CRIMINAL PROCEDURE
he was entitled to advance notice before the district court
imposed a sentence that departed upward from the advisory
Guidelines range, and (3) his sentence was unreasonable.
  We affirm. The district court held that Walker had not
presented a fair and just reason to withdraw his guilty
pleas but had merely changed his mind; this ruling was not
an abuse of discretion. Rule 32(h)’s notice
requirement—which applies to “departures” from the
Guidelines, a concept that our post-Booker1 cases have
called “obsolete”—does not apply here, where the district
court selected a sentence at variance from the advisory
Guidelines range based on the sentencing factors specified
in 18 U.S.C. § 3553(a). Finally, Walker’s sentence of 240
months was reasonable and adequately explained by the
district court.


                        I. Background
  Joseph Sims, Gary Brummett, Terry Ray, and Lloyd
McPherson, Jr., were on duty as correctional officers at the
United States Penitentiary in Terre Haute, Indiana, on
July 14, 2004. Sims was sitting on a stool monitoring a
metal detector as inmates returned to their housing units
for the evening. Walker sneaked up behind Sims and
stabbed him twice in the back with two sharpened metal
rods. Walker then ran down a corridor where Officers
Brummett, Ray, and McPherson apprehended him, but not


1
    United States v. Booker, 543 U.S. 220 (2005).
No. 05-1812                                                  3

before Walker managed to stab each of these officers as
well. All four officers were treated for their injuries at a
local hospital, with Sims requiring an overnight stay.
  FBI Agent James Buckley interviewed Walker about the
assaults. After signing a written Miranda waiver, Walker
admitted to Buckley that he stabbed one officer during the
incident on July 14, and also that he swung the sharpened
metal rods at three other officers but was not sure whether
he actually stabbed any of them. Walker told Buckley he
did not know Officer Sims’s name and had not been angry
at him when he stabbed him, but simply wanted to escape
from the penitentiary.
   A grand jury indicted Walker on four counts of assaulting
a federal officer with a deadly or dangerous weapon and
inflicting bodily injury in violation of 18 U.S.C. § 111(a) and
(b).2 After his initial hearing in the district court in Terre
Haute, the Bureau of Prisons transferred Walker to its
penitentiary in Marion, Illinois, pending trial. Walker
moved to transfer his case from Terre Haute to Indianapo-
lis. He asserted that radio and television stations in the
Terre Haute area had broadcast news accounts of the July
14 assaults during the week following the incident. Walker
argued that these news accounts, coupled with the federal
penitentiary’s status as a major employer in Terre Haute,
made it unlikely that a fair and impartial trial could be had
if the case were not transferred.
  The district court held a hearing on February 8, 2005, to
consider Walker’s motion to transfer the case. Walker had
been returned to the Terre Haute penitentiary to facilitate



2
  Assaulting a federal officer while the officer is performing
official duties carries a maximum penalty of twenty years in
prison if the defendant uses a deadly or dangerous weapon, or
inflicts bodily injury. 18 U.S.C. § 111(b).
4                                               No. 05-1812

his presence at the hearing; the Bureau of Prisons intended
to keep him in Terre Haute until his trial in March. The
government opposed transferring the case, citing the
inconvenience to its witnesses, all of whom resided in the
Terre Haute area. The district court denied the motion,
proposing instead to call a larger-than-usual venire:
    [T]he remedy is not transferring this case to Indianapo-
    lis, given all of the witnesses that will be here in any
    case. The remedy is calling a few more jurors to see if
    there is the kind of prejudice that you—that defense is
    concerned about. And if of course there is, if we find
    that, we’ll not convene the trial at that point and we’ll
    go to Indianapolis. But at this point I don’t think it’s
    necessary.
Defense counsel then asked to have Walker transferred
back to the penitentiary in Marion until the start of his
trial, citing Walker’s concerns about his safety in Terre
Haute. The court tried to reset the trial for an earlier date
so as to minimize Walker’s time in Terre Haute, but
government counsel’s schedule made that unworkable. The
following exchange then ensued:
    THE COURT: I’m not going to send you back to Marion,
    but what I will do is request the government to
    provide—file with me the plan of providing security for
    this man while he’s in the prison.
    THE DEFENDANT: You don’t have to worry about no
    security. You can give me a cop out now.
    THE COURT: A what?
    THE DEFENDANT: He can give me a cop out now.
    THE COURT: What’s that?
    THE DEFENDANT: I want to go ahead and plead
    guilty now.
No. 05-1812                                                    5

At that point the court recessed for fifty-five minutes, and
Walker and his counsel prepared a petition to enter a guilty
plea without a plea agreement.
  The court reconvened, and during the change-of-plea
colloquy, the judge recited the elements of the four counts
against Walker. Walker admitted that each element was
satisfied and he was guilty of four violations of § 111(a) and
(b).3 The judge then advised Walker that he faced the
potential of twenty years in prison and a $250,000 fine on
each of the four counts, for a maximum possible sentence of
eighty years in prison and a $1,000,000 fine. Walker said he
understood these potential penalties. The court then
evaluated the voluntariness of Walker’s pleas:
    THE COURT: Anybody made an offer or any promise to
    you in an effort to induce you to plead guilty in this
    case?
    THE DEFENDANT: No.
    THE COURT: Anybody attempted in any way to force
    you into a plea agreement in this case?
    THE DEFENDANT: No.
    THE COURT: Are you pleading guilty of your own free
    will because you are guilty?
    THE DEFENDANT: I’m pleading guilty because I'm not
    going to get a fair trial.
    THE COURT: The question, sir, if that’s what—if that’s
    what you think, then that is not a voluntary plea. A


3
  At one point during the plea colloquy, Walker denied inflicting
bodily injury on Officer McPherson but did admit that he had
assaulted him with a dangerous or deadly weapon, which by itself
was sufficient to trigger the enhanced penalties of 18 U.S.C.
§ 111(b).
6                                               No. 05-1812

    voluntary plea is that you’re pleading guilty of your own
    free will because you are guilty.
    THE DEFENDANT: Yeah, man, I’m pleading guilty.
    THE COURT: Because you are guilty?
    THE DEFENDANT: Because I am guilty.
  The government then presented the factual basis for the
pleas through the testimony of FBI Agent Buckley. Buckley
recounted the details of Walker’s confession admitting that
he assaulted the four on-duty officers with two sharpened
metal rods. Responding to questions from the court, Walker
admitted Buckley’s testimony was correct, and the court
accepted the guilty pleas on all four counts.
  On February 22 the district court received a letter from
Walker stating he wished to withdraw his guilty plea on
count four of the indictment (the assault on McPherson). On
March 9, the day of Walker’s sentencing hearing, defense
counsel formally moved for leave to withdraw Walker’s
guilty pleas on all four counts. The motion asserted that
Walker’s pleas were not voluntary because he was “an-
guished and distraught over the Court’s denial of [his]
motion to transfer the case, and believed that he could not
receive a fair trial before an impartial jury in Terre Haute,
thus he had no choice but to plead guilty.” The court denied
the motion, concluding that “the only thing that has
changed is the defendant’s mind. And just because he has
now thought about it and thinks it is a bad idea is not
enough to show a fair and just reason for withdrawing the
plea.”
  The court then proceeded to sentencing, assigning Walker
an adjusted offense level of 30 and a criminal history
category of VI under the Sentencing Guidelines. This
produced an advisory sentencing range of 168-210 months’
imprisonment. The parties agreed that the court correctly
calculated this range because Walker qualified as a career
No. 05-1812                                                      7

offender under the Guidelines.4 Consulting the range as
advisory, the district court concluded that it did not ade-
quately address “the number of assaults in this case, and
the viciousness of the attack, and the complete lack of any
motivation but harm and violence for its own sake.” The
court imposed an above-Guidelines sentence of 240 months
in prison.


                         II. Analysis
A. Motion to withdraw guilty plea
  A defendant may withdraw a guilty plea before sentence
is imposed if he presents a “fair and just reason for the
withdrawal.” FED. R. CRIM. P. 11(d)(2)(B). The burden is on
the defendant to demonstrate a fair and just reason for plea
withdrawal. United States v. Milquette, 214 F.3d 859, 861
(7th Cir. 2000). Walker argued in the district court that his
guilty pleas were not voluntary because of the pressure he
felt as a result of the court’s denial of his motion to transfer
his case to Indianapolis. See United States v. Ellison, 835
F.2d 687, 692-93 (7th Cir. 1987) (“One ‘fair and just’ reason
for withdrawing a plea is where that plea was not volun-
tarily made.”). We review the district court’s denial of a plea
withdrawal motion for abuse of discretion and its underly-
ing factual findings for clear error. Milquette, 214 F.3d at
861.
  We find no clear error or abuse of discretion here. Walker
contended that he was “anguished and distraught” by the
imminent prospect of going to trial in Terre Haute, a venue
where he believed the jury would be stacked against him.
But the district court agreed to summon an extra large


4
  U.S.S.G. § 4B1.1(b)(C) (“Career Offender” provision setting
Walker’s base offense level at 32 and his criminal history category
at VI). Walker’s offense level was then reduced by two levels to
reflect his acceptance of responsibility. U.S.S.G. § 3E1.1(a).
8                                              No. 05-1812

number of potential jurors to facilitate the selection of an
impartial jury and assured Walker that if, after questioning
the oversized venire, an impartial jury could not be seated,
“we’ll not convene the trial at that point and we’ll go to
Indianapolis.” Moreover, the record reflects a thorough plea
colloquy during which Walker freely admitted that he was
guilty of the four criminal counts against him. Walker also
agreed on the record that Agent Buckley’s testimony
correctly described his admission to assaulting the four
correctional officers. Although Walker suggested at one
point during the plea colloquy that he was pleading guilty
because he thought he could not get a fair trial in Terre
Haute, the judge carefully instructed him that his guilty
pleas could not be accepted unless they were entered of his
own free will and based on his actual guilt. Walker then
assured the court that he was pleading guilty because he
was guilty.
  Walker argues that the “spontaneous nature” of his
decision to plead guilty casts doubt on the sworn responses
he gave during his change-of-plea hearing. We are not
persuaded. The court recessed for fifty-five minutes between
the time Walker made his surprise announcement that he
would plead guilty and the commencement of his plea
hearing. During that extended recess, the parties drafted a
petition to enter the guilty pleas and Walker had adequate
time to reflect on his decision.
  “The only rational manner in which a judge may deter-
mine whether a plea is knowingly and voluntarily made, is
to observe the defendant’s demeanor and responses to the
court’s questions and to rely on the defendant’s sworn
answers.” Ellison, 835 F.2d at 693. Accordingly, we give
great weight to what was said during the change-of-plea
colloquy between the defendant and the judge, id., and a
“defendant who presents a reason for withdrawing his plea
that contradicts the answers he gave at a Rule 11 hearing
faces an uphill battle” to show his reason for withdrawing
No. 05-1812                                                    9

the plea is fair and just. United States v. Trussel, 961 F.2d
685, 689 (7th Cir. 1992).
  The record of the change-of-plea hearing does not support
Walker’s contention that his judgment was so clouded by
emotion and fear that his guilty pleas were involuntary.
Instead, the transcript reveals that the district judge made
every effort to reassure Walker that he would get a fair trial
and to ensure that Walker was pleading guilty because he
committed the crimes described in the indictment. The
district judge observed Walker’s appearance, demeanor, and
tone of voice at the plea hearing and was in the best
position to determine whether his pleas were voluntary. See
Trussel, 961 F.2d at 689-90. The district court’s finding that
Walker’s guilty pleas were voluntary was not clearly
erroneous, and the court’s denial of the plea withdrawal
motion was not an abuse of discretion.


B. Notice under Rule 32(h)
  Walker next argues that his sentence should be vacated
because the district court violated Rule 32(h) of the FED-
ERAL RULES OF CRIMINAL PROCEDURE when it failed to give
him reasonable notice before imposing an upward out-of-
Guidelines sentence. He forfeited this issue by not objecting
in the district court, so our review is for plain error. United
States v. Woods, 301 F.3d 556, 560 (7th Cir. 2002) (citing
United States v. Olano, 507 U.S. 725, 732-34 (1993)). “We
may correct a plain error if . . . (1) there is indeed an error,
(2) it is plain, clear or obvious, and (3) it affects substantial
rights,” though we are not required to correct it. Woods, 301
F.3d at 560; FED. R. CRIM. P. 52(b).
  Rule 32(h) provides as follows:
    (h) Notice of Possible Departure from Sentencing
    Guidelines. Before the court may depart from the
    applicable sentencing range on a ground not identified
10                                               No. 05-1812

     for departure either in the presentence report or in a
     party’s prehearing submission, the court must give the
     parties reasonable notice that it is contemplating such
     a departure. The notice must specify any ground on
     which the court is contemplating a departure.
Rule 32(h) thus applies only to “departures” from the
Sentencing Guidelines. Before the Supreme Court’s decision
in United States v. Booker, 543 U.S. 220 (2005), district
courts were required by 18 U.S.C. § 3553(b)(1) to impose
sentences that fell within the sentencing ranges prescribed
by the Guidelines except under narrow and specifically
defined circumstances. A sentencing court engaged in a
“departure” from the Guidelines when it invoked the very
limited discretion that existed under the mandatory
Guidelines regime to sentence outside the applicable
Guidelines range where one of the specified circumstances
was found to exist. See, e.g., 18 U.S.C. § 3553(b)(1) (excised
by Booker, 543 U.S. at 259); U.S.S.G. § 4A1.3 (authorizing
departures when a defendant’s criminal history score
inadequately reflects his prior criminal conduct); U.S.S.G.
§ 5K2.0 (permitting departures based on relevant circum-
stances that the Guidelines have overlooked entirely or
have accounted for insufficiently); United States v. Parker,
368 F.3d 963, 968 (7th Cir. 2004) (noting district court’s
“discretion under the guidelines to assign upward depar-
tures when a particular case presents atypical circum-
stances”).
  But after Booker our cases have declared the concept of
departures “obsolete” and “beside the point.” E.g., United
States v. Johnson, 427 F.3d 423, 426 (7th Cir. 2005) (“John-
son’s framing of the issue as one about ‘departures’ has
been rendered obsolete by our recent decisions applying
Booker. . . . [A]fter Booker what is at stake is the reason-
ableness of the sentence, not the correctness of the ‘depar-
tures’ as measured against pre-Booker decisions that
No. 05-1812                                                     11

cabined the discretion of sentencing courts to depart from
guidelines that were then mandatory.”); United States v.
Laufle, 433 F.3d 981, 986-87 (7th Cir. 2006) (“Now that
Booker has rendered the Guidelines advisory and district
courts have much broader authority to sentence outside the
recommended range, departures are beside the point.”). See
also United States v. Arnaout, 431 F.3d 994, 1003 (7th Cir.
2005); United States v. Long, 425 F.3d 482, 487 (7th Cir.
2005); United States v. Castro-Juarez, 425 F.3d 430, 434-36
(7th Cir. 2005) (looking at departure analysis “only by way
of analogy” to aid the court’s determination of the sentence’s
reasonableness). The question presented here is whether, in
light of Booker and post-Booker case law in this circuit, Rule
32(h) has any continuing application.5
 Rule 32(h) has its origins in Burns v. United States, 501
U.S. 129 (1991). Burns held that an earlier version of Rule


5
   We are aware of at least two other circuits that continue to
require district courts to engage in traditional departure analysis
post-Booker. See, e.g., United States v. Hawk Wing, 433 F.3d 622,
631 (8th Cir. 2006) (describing that circuit’s three-step sentencing
approach: (1) determine the appropriate Guidelines range, (2)
decide whether a “traditional departure” is called for under
U.S.S.G. §§ 4A1.3 or 5K, and (3) consider all factors listed in 18
U.S.C. § 3553(a) to determine whether a sentence outside the
advisory Guidelines range is needed). See also United States v.
Finfield, 432 F.3d 1056, 1061 n.5 (9th Cir. 2005) (citing United
States v. Menyweather, 431 F.3d 692, 695 (9th Cir. 2005) (noting
district court’s continuing obligation to engage in traditional
departure analysis)). The Eighth Circuit, which retains pre-Booker
departure analysis, distinguishes between traditional “depar-
tures” and sentences at variance from the Guidelines for purposes
of Rule 32(h). See United States v. Sitting Bear, 436 F.3d 929, 932-
33 (8th Cir. 2006) (citing United States v. Long Soldier, 431 F.3d
1120, 1122 (8th Cir. 2005) (“[N]otice pursuant to Rule 32(h) is not
required when the adjustment to the sentence is effected by a
variance, rather than by a departure.”)).
12                                                  No. 05-1812

32 impliedly required district courts to give defendants
notice before sua sponte departing upward from the Guide-
lines sentencing range based on grounds not identified by
the presentence report or by the government’s sentencing
recommendation. Id. at 138-39. In order to give effect to a
defendant’s Rule 32 right “to comment upon . . . matters
relating to the appropriate sentence,”6 Burns held that
defendants must be given advance notice of the grounds on
which the court might depart. Id. at 136. The Court rea-
soned that “the Guidelines place essentially no limit on the
number of potential factors that may warrant a departure
. . . [so] no one is in a position to guess when or on what
grounds a district court might depart, much less to ‘com-
ment’ on such a possibility in a coherent way.” Id. at 136-37.
Rule 32(h) codified this rule from Burns.
  Now that Booker has rendered the Guidelines advisory,
the concerns that animated the Court’s decision in Burns no
longer apply. The Burns Court was concerned about the
unexpected sua sponte invocation of a departure provision
as grounds to exceed an otherwise mandatory Guidelines
sentence. A sentencing court applying Booker now consults
the Guidelines as guidance for what is a wholly discretion-
ary decision—discretion that is exercised by reference to the
broad array of sentencing factors set forth in § 3553(a).
Those factors include: the defendant’s offense conduct,
personal history, and characteristics; the need for the
sentence to provide just punishment, to protect the public,
to provide deterrence, and to rehabilitate the defendant; the
Sentencing Commission’s advisory Guidelines range and
policy statements; the need to avoid unwarranted sentenc-
ing disparities; and the need to provide restitution for
victims. 18 U.S.C. § 3553(a). The element of unfair surprise
that underlay Burns and led to the creation of Rule 32(h) is


6
  This right was then codified at FED. R. CRIM. P. 32(a)(1) and is
now found generally at FED. R. CRIM. P. 32(i)(1).
No. 05-1812                                                       13

no longer present; defendants are on notice post-Booker that
sentencing courts have discretion to consider any of the
factors specified in § 3553(a).7
  Here, Walker had full knowledge of all the facts on which
the district court relied for its § 3553(a) analysis. The
district court did not unexpectedly “depart” from a generally
binding Guidelines range based on information not con-
tained in the presentence report or the parties’ sentencing
submissions; rather, the court predictably applied Booker
and exercised its discretion to arrive at a sentence based on
the advisory Guidelines range and the discrete set of factors
specified in § 3553(a). Rule 32(h) did not apply, and the
district court therefore was not required to give advance



7
  On May 4, 2006, the government filed a letter under Rule 28(j),
FED. R. APP. P., indicating that it wished to withdraw its argu-
ment concerning the inapplicability of Rule 32(h) to out-of-
Guidelines sentences post-Booker. Counsel for the government
asserted that she had “recently been made aware that the
argument is contrary to Department of Justice policy.” She
summarized Department of Justice (“DOJ”) policy as follows:
“[A]lthough Rule 32(h) does not literally apply to the district
court’s discretion to sentence defendants post-Booker, due pro-
cess concerns may still require a district court to provide notice
and opportunity to be heard on any contemplated departure or
imposition of a non-Guideline sentence.” The letter then asserts
that any error in this case was harmless. The government’s new
position is noted, but does not change our view of the issue. The
DOJ apparently takes the position that while Rule 32(h) does
not “literally” apply to post-Booker out-of-Guidelines sentences, it
should be interpreted to apply because of “due process concerns.”
No due process argument was asserted in this case. It is unclear
in any event how “due process concerns” could be implicated by
the district court’s consideration of the sentencing factors set forth
in 18 U.S.C. § 3553(a), as Booker requires; notice is provided by
Booker and the statute itself.
14                                                   No. 05-1812

notice before imposing a sentence above the advisory
Guidelines range based on the factors set forth in § 3553(a).


C. Reasonableness
  Finally, Walker argues that his above-Guidelines sen-
tence was unreasonable. We disagree. Sentencing courts
post-Booker must first consult a properly calculated advi-
sory Guidelines range and then, by reference to the factors
specified in § 3553(a), select a sentence either inside or
outside the advisory range. See United States v. Dean, 414
F.3d 725, 729 (7th Cir. 2005). Sentences within the advisory
range are entitled to a rebuttable presumption of reason-
ableness, see United States v. Mykytiuk, 415 F.3d 606, 608
(7th Cir. 2005), and sentences outside the advisory range
require a more thorough explanation based on the § 3553(a)
factors. Johnson, 427 F.3d at 426. The farther a sentence
varies from the advisory range, the more compelling the
district court’s explanation must be. Id. at 426-27 (citing
Dean, 414 F.3d at 729).
  There is no dispute here that the district court correctly
calculated Walker’s advisory Guidelines range. Our only
consideration is whether the district court’s 240-month
sentence—30 months longer than the high end of Walker’s
advisory range—was adequately reasoned by reference to
the § 3553(a) sentencing factors. The district court was
particularly concerned about the number of Walker’s
victims and the wanton, senseless nature of the violence.8
The district court explained that the Guidelines range


8
  Although Walker did indicate to an FBI agent that he wanted
to escape from prison, nothing about these stabbings reflects any
realistic plan for getting free from confinement. The district court
reasonably concluded the attacks were merely pointless violence,
unprovoked and unmotivated by any animosity between Walker
and his victims.
No. 05-1812                                                  15

insufficiently accounted for the number of victims injured,9
and the viciousness and unprovoked nature of the attacks.
The judge also noted the particularized psychological harm
Walker caused by assaulting prison guards:
    I consider the responsibility that these officers have
    every day to appear and treat prisoners with respect, to
    treat them with an attitude that does not expect violent
    behavior every day. So there is a responsibility that
    each of these officers has to think that everything is
    going to be fine, and yet be on the alert for some inordi-
    nately hostile and violent, vicious behavior.
  These considerations appropriately relate to the nature,
circumstances, and seriousness of the offenses and to the
need for just punishment, adequate deterrence, and the
protection of the public. See 18 U.S.C. § 3553(a)(1), (a)(2)(A)-
(C). The reasonableness standard of review is necessarily
deferential because the district court is uniquely positioned
to determine an appropriate sentence. See, e.g., United
States v. Williams, 425 F.3d 478, 480 (7th Cir. 2005). The
district court here observed Walker in court during two
lengthy hearings, engaged in conversations with him on the
record, listened to him testify, and heard live testimony
from one of Walker’s victims. The 240-month sentence is
one-quarter of the 80-year statutory maximum Walker
faced. The court’s modest upward variance from the advi-
sory sentencing range was fully consistent with the proce-
dure we have asked district judges to follow post-Booker,
and Walker’s sentence was adequately explained and
reasonable.
                                                    AFFIRMED.


9
  Because he qualified as a career offender under U.S.S.G.
§ 4B1.1, Walker’s adjusted offense level—after receiving a two-
level reduction for his guilty plea, U.S.S.G. § 3E1.1(a)—would
have been 30 and his criminal history category would have been
VI whether he stabbed one or four victims.
16                                        No. 05-1812

A true Copy:
      Teste:

                    ________________________________
                    Clerk of the United States Court of
                      Appeals for the Seventh Circuit




               USCA-02-C-0072—5-17-06
