                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT

                         __________________

                            No. 95-50772
                        USDC No. W-95-CV-187
                         __________________


RODNEY LEE WOODS,

                                       Plaintiff-Appellant,

versus

JACK M. GARNER, Warden; CHARLIE F.
STREETMAN, Assistant Warden; WILLIAM L.
NORTHROP; DEBORAH A. PARKER; JOHN STICE;
RAUL J. MATA; EVELYN COOK; T. M. WORTHINGTON;
MICHAEL W. MOORE,

                                       Defendants-Appellees.


                        ---------------------

           Appeal from the United States District Court
                for the Western District of Texas

                        ---------------------

                        December 13, 1995
Before KING, SMITH and BENAVIDES, Circuit Judges.

BY THE COURT:

     Rodney Lee Woods seeks leave to proceed in forma pauperis

(IFP) on appeal.    To proceed IFP on appeal, Woods must

demonstrate that he is a pauper and that he will present a

nonfrivolous issue on appeal.    Carson v. Polley, 689 F.2d 562,

586 (5th Cir. 1982).

     Woods argues that the district court abused its discretion

in dismissing his suit for failure to prosecute.    Fed. R. Civ. P.

41(b).   This court has established an exacting standard of review

when the Rule 41(b) dismissal is with prejudice or when a statute
                            No. 95-50772
                                 -2-


of limitations would bar reprosecution of a suit dismissed

without prejudice under Rule 41(b).    Berry v. CIGNA/RSI-CIGNA,

975 F.2d 1188, 1191 (5th Cir. 1992).   Because the statute of

limitations would bar reprosecution of Woods' suit, the district

court's dismissal operates as a dismissal with prejudice.      The

district court abused its discretion in dismissing Woods'

complaint with prejudice.

     In light of the district court's abuse of discretion, Woods'

motion for leave to proceed on appeal IFP is GRANTED.    See

Jackson, 811 F.2d at 261.   Because the suit was dismissed before

answers were required, and because further briefing is not

required, the district court's judgment is VACATED and the case

is REMANDED for further proceedings.    See Clark v. Williams, 693

F.2d 381, 382 (5th Cir. 1982).
