                    IN THE UNITED STATES COURT OF APPEALS

                              FOR THE FIFTH CIRCUIT


                              ____________________

                                  No. 95-50497
                                Summary Calendar
                              ____________________


UNITED STATES OF AMERICA,

                                                         Plaintiff-Appellee,

                                      versus

KIM ALLEN SAUNDERS,

                                                        Defendant-Appellant.

 _______________________________________________________________

      Appeal from the United States District Court for the
                    Western District of Texas
                           (A-91-CR-79)
 _______________________________________________________________


                                  May 21, 1996

Before JOLLY, JONES, and STEWART, Circuit Judges.

PER CURIAM:*

     Kim Allen Saunders appeals the district court's denial of his

motion    for   a    reduction   of   sentence   pursuant     to   18    U.S.C.   §

3582(c)(2) and U.S.S.G. § 1B1.10.          We affirm.

     Pursuant to a plea agreement, Saunders pleaded guilty to

conspiracy to possess methamphetamine with the intent to distribute

in violation of 21 U.S.C. § 846.         He was sentenced to 110 months in

prison,    five      years'   supervised   release,     and    a   $50    special

     *
      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this opinion should not be published and is not precedent except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.
assessment.      This sentence constituted a significant downward

departure of four levels from Saunders's original sentencing range

under the United States Sentencing Guidelines ("U.S.S.G." or the

"Guidelines").     The government requested the initial sentence

reduction under U.S.S.G. § 5K1.1(a) because of Saunders's post-

arrest cooperation.     Saunders later petitioned the court for a

reduction of sentence pursuant to Amendment 484 to the Guidelines.

This amendment modified the procedure for calculating the quantity

of methamphetamine used in establishing base offense levels.     See

U.S.S.G. § 2D1.1.    In an order dated June 9, 1995 (the "Order"),

the district judge denied Saunders's motion without a hearing.




                                -2-
     Relying on 18 U.S.C. § 3582(c)(2)1 and U.S.S.G. § 1B1.10,2

Saunders argues on appeal that the district court abused its

discretion because the court (1) failed to consider the sentence

that it would have imposed had Amendment 484 to the Guidelines been

in effect at the time of Saunders's sentencing; and (2) did not

hold a hearing to determine the exact amount of phenylacetone


     1
      Section 3582(c)(2) provides in pertinent part:

     (c) Modification of an imposed term of imprisonment.
         ...

     (2) in the case of a defendant who has been sentenced to
     a term of imprisonment based on a sentencing range that
     has subsequently been lowered . . . the court may reduce
     the term of imprisonment, after considering the factors
     set forth in section 3553(a) to the extent that they are
     applicable, if such a reduction is consistent with
     applicable policy statements issued by the Sentencing
     Commission.

18 U.S.C. § 3582(c)(2).
     2
      U.S.S.G. § 1B1.10 provides in pertinent part:

     § 1B1.10. Retroactivity of Amended Guideline Range (Policy
               Statement)

               (a)    Where a defendant is serving a term of
               imprisonment, and the guideline range applicable to
               that defendant has subsequently been lowered as a
               result of an amendment to the Guidelines Manual ...
               a reduction in the defendant's term of imprisonment
               is authorized under 18 U.S.C. § 3582(c)(2). ... (b)
               In determining whether, and to what extent, a
reduction in sentence is warranted for a defendant eligible for
consideration under 18 U.S.C. § 3582(c)(2), the court should
consider the sentence that it would have imposed had the
amendment(s) to the guidelines ... been in effect at the time the
defendant was sentenced.

U.S.S.G. § 1B1.10.




                               -3-
("P2P") present in the controlled substance that was seized from

Saunders, which the court should have done to determine the proper

sentence under Amendment 484.

      The decision to reduce a sentence under 18 U.S.C. § 3582(c)(2)

is discretionary, and we therefore review the district court's

decision only for an abuse of that discretion.           United States v.

Shaw, 30 F.3d 26, 28 (5th Cir. 1994).          Our review of this record

reveals no such abuse.

      Our court has previously explained that section 3582(c)(2)

permits a district court to reduce a defendant's sentence where the

term of imprisonment was originally based on a Guideline range that

was   subsequently    lowered,   and   where   the    reduction   would    be

consistent with the applicable policy statements in the Guidelines.

United States v. Towe, 26 F.3d 614, 616 (5th Cir. 1994).                  The

statute also directs the district court to consider the factors

enumerated in 18 U.S.C. § 3553(a), which include: the nature and

the   circumstances     of   the   offense      and    the   history      and

characteristics of the defendant; the need for the sentence imposed

to reflect the seriousness of the offense and to protect the public

from further crimes of the defendant; the kinds of sentences

available; any pertinent Guidelines policy statement; and the need

to avoid unwarranted sentencing disparities among defendants with

similar records found guilty of similar conduct.              18 U.S.C. §

3553(a); United States v. Whitebird, 55 F.3d 1007, 1009 (5th Cir.

1995).   Our court has further explained that Amendment 484 of the




                                   -4-
Guidelines    effectively    reduced      certain   sentencing     ranges   by

excluding from a controlled substance's weight those substances,

such as waste water, that must be separated out before the drug can

be used.     United States v. Bergman, No. 94-20878, slip op. at 2

(5th Cir. Sept. 20, 1995); see also Amendment 484, U.S.S.G. App. C

(1995); U.S.S.G. § 2D1.1, comment (n.1) (1995).

     Neither the district court in its Order nor the government on

appeal dispute Saunders's eligibility for a reduction of sentence

under Amendment 484.      Indeed, the district court's Order expressly

acknowledges Saunders's argument for a sentence reduction under

Amendment 484.      The district court, however, declined to exercise

its discretion to reduce Saunders's sentence in the light of its

application    of   the   section   3553(a)   factors   to   the    facts   of

Saunders's case.     After performing a factual inquiry that included

a review of the presentence investigation report and the complete

record of this case, the district court specifically noted that

Saunders was an organizer of a major drug conspiracy, that he had

prior criminal convictions for possession of methamphetamine and

that previous judicial intervention had had little effect upon

Saunders's criminal activities.        The district court concluded that

a reduction of Saunders's sentence would minimize the seriousness

of his offense and that the original sentence was necessary to

promote respect for the law, to provide just punishment for the

offense, to afford adequate deterrence to criminal conduct and to




                                    -5-
protect the public from further crimes that might be committed by

Saunders.

     We agree with the district court that on this record the

section 3553(a) factors compel a conclusion that no reduction is

warranted in Saunders's case.         We are further persuaded, in the

light of these compelling factors, that a hearing to determine the

actual amount of P2P contained in the seized substance and a

recalculation of Saunders's sentence under the new Guidelines would

be a meaningless exercise and would serve no purpose consistent

with the overall goals and policies of the Guidelines.               Even if

such a hearing were to result in a determination that Saunders's

base level under Amendment 484 would be lower than the reduced

sentence that he originally received, the district court would

still   be   required    under   section   3582(c)(2)      to   consider   the

applicable section 3553(a) factors.            Thus, based on the district

court's assumption that Saunders was eligible for a reduction in

his sentence under Amendment 484 and based on the section 3553(a)

factors that it has already articulated in its Order, the district

court would justifiably decline to reduce Saunders's sentence

notwithstanding    the     results    of   a     hearing   or    a   sentence

recalculation.3

    3
     Our holding today does not contravene our holding in a prior
unpublished opinion, United States v. Bergman, No. 94-20878, slip
op. (5th Cir. Sept. 20, 1995).    In Bergman, we remanded to the
district court for a determination of the actual amount of P2P
present in the controlled substance that was seized from the
defendant because the actual amount was in doubt and that amount




                                     -6-
     The district court's judgment is therefore

                                                  A F F I R M E D.




had been the primary factor in determining the defendant's sentence
range. On the facts of the Bergman case, we held that it was an
abuse of discretion to deny a section 3582(c)(2) motion without
further factual inquiry. Id. at 3. Unlike Bergman, the district
court in this case acknowledged Saunders's argument that the actual
amount of P2P was in doubt and then proceeded to perform the
necessary factual inquiry. The district court reviewed Saunders's
entire record and analyzed the relevant statutory factors listed in
18 U.S.C. § 3553(a).    The district court's factual inquiry and
resulting legal conclusions clearly support its decision to deny
any further reduction of Saunders's sentence.




                               -7-
