                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                               F I L E D
               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT                   October 27, 2004

                                                            Charles R. Fulbruge III
                                                                    Clerk
                           No. 04-20039
                         Summary Calendar



ANDRE J. HOWARD; NELLIE ANN HOWARD,

                                      Plaintiffs-Appellants,

versus

RANDALL’S MANAGEMENT,

                                      Defendant-Appellee.

                       --------------------
          Appeal from the United States District Court
               for the Southern District of Texas
                      USDC No. 4:03-CV-2138
                       --------------------

Before DAVIS, SMITH AND DENNIS, Circuit Judges.

PER CURIAM:*

     Andre J. Howard and Nellie Ann Howard have filed a motion

seeking leave to proceed in forma pauperis (“IFP”) on appeal.           By

moving for IFP, the Howards are challenging the district court’s

determination that IFP should not be granted on appeal because

their appeal from the district court’s dismissal of their

housing-discrimination complaint was not taken in good faith.

See Baugh v. Taylor, 117 F.3d 197, 202 (5th Cir. 1997).         Our

review of the record and pleadings indicates that the district


     *
       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this opinion should not be published and is not precedent except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. 04-20039
                                   -2-

court properly dismissed their complaint for failure to state a

claim upon which relief may be granted.

     The instant appeal lacks arguable merit.       See Howard v.

King, 707 F.2d 215, 219-20 (5th Cir. 1983).      Accordingly, the

instant motion for leave to proceed IFP on appeal is DENIED, and

this appeal is DISMISSED AS FRIVOLOUS.       See Baugh, 117 F.3d at

202 n.24; 5TH CIR. R. 42.2.    All other outstanding motions are

DENIED.

     IFP MOTION DENIED; ALL OUTSTANDING MOTIONS DENIED; APPEAL

DISMISSED.
