               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                           No. 98-60730
                         Summary Calendar


UNITED STATES OF AMERICA,

                                              Plaintiff-Appellee,

versus

HENRY LEE HUGHES, JR.,

                                              Defendant-Appellant.

                      --------------------
          Appeal from the United States District Court
            for the Northern District of Mississippi
                     USDC No. 4:97-CR-151-1
                      --------------------

                            August 16, 1999

Before DAVIS, EMILIO M. GARZA, and DENNIS, Circuit Judges.

PER CURIAM:*

     Henry Lee Hughes, Jr., pleaded guilty to count 1 of an

indictment charging him with conspiracy to possess with intent to

distribute cocaine and has appealed his sentence.       Hughes

contends that the district court erred in determining the

quantity of drugs attributable to him.    We review the district

court’s finding as to drug quantities for clear error.        United

States v. Torres, 114 F.3d 520, 527 (5th Cir.), cert. denied, 118




     *
       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this opinion should not be published and is not precedent except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. 98-60730
                                 -2-

S. Ct. 316 (1997).   The determination need be supported only by a

preponderance of the evidence.    United States v. Gaytan, 74 F.3d

545, 558 (5th Cir. 1996).

     Hughes argues that the drug quantity was disputed, that the

district court failed to properly resolve the factual dispute,

and that the district court should have held an evidentiary

hearing under Fed. R. Crim. P. 32.    Hughes was not prevented from

offering evidence at the sentencing hearing to rebut the

information contained in the PSR.    For reasons expressed by the

district court, the information underlying the drug-quantity

calculation bore sufficient indicia of reliability and was

sufficient to support the probation officer’s finding by a

preponderance of the evidence.    The district court’s fact finding

as to drug quantities was not clearly erroneous.

     Hughes contends that the district court erred in refusing to

adjust his offense level for acceptance of responsibility.     If a

defendant “clearly demonstrates acceptance of responsibility for

his offense,” the sentencing guidelines instruct the district

court to decrease the defendant’s offense level by two and

possibly three points.    U.S.S.G. § 3E1.1(a) and (b).   The

defendant bears the burden of proving that he is entitled to the

downward adjustment.     United States v. Kinder, 946 F.2d 362, 367

(5th Cir. 1991).   This court reviews a district court’s finding

on acceptance of responsibility for clear error but “under a

standard of review even more deferential than a pure clearly

erroneous standard.”     United States v. Gonzales, 19 F.3d 982, 983

(5th Cir. 1994) (internal citation and quotation omitted).
                            No. 98-60730
                                 -3-

     Hughes’s argument presupposes that he has been truthful

regarding the quantity of drugs attributable to him.      Because

Hughes failed to admit the extent of his drug dealing, the

district court’s refusal to adjust his offense level for

acceptance of responsibility was not clearly erroneous.

     Hughes contends that the district court erred in adjusting

his offense level upward by two levels pursuant to U.S.S.G.

§ 3B1.1(c) because of his leadership role in the offense.      Under

§ 3B1.1(c), the offense level of a defendant who was “an

organizer, leader, manager, or supervisor in any criminal

activity” is increased by two levels.      § 3B1.1(c).   The standard

of review is clear error.    See United States v. Thomas, 120 F.3d

564, 574 (5th Cir. 1997), cert. denied, 118 S. Ct. 721 (1998).

     Hughes complains that the district court failed to make

express findings denying his objection to the role adjustment.

Because Hughes did not present any rebuttal evidence to refute

the facts in the PSR, the district court was free to adopt those

facts without further inquiry.    See United States v. Mir, 919

F.2d 940, 943 (5th Cir. 1990).    The supervision of Miller was

sufficient to provide a basis for the role adjustment.       See

United States v. Powell, 124 F.3d 655, 667 (5th Cir. 1997), cert.

denied, 118 S. Ct. 1082 (1998).    Hughes has failed to show that

the district court clearly erred in adjusting his offense level

under § 3B1.1(c).

     AFFIRMED.
