                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT



                              No. 02-10212
                          Conference Calendar


JAMES KEITH WILLIAMS,

                                           Plaintiff-Appellant,

versus

JOANNA K. HOFF; CHADWICK A. NORTHCUTT; BETTY A. GANUS;
RAYMOND E. RAMSEY; STEVE L. PATTY,

                                           Defendants-Appellees.

                        --------------------
            Appeal from the United States District Court
                 for the Northern District of Texas
                       USDC No. 7:01-CV-224-R
                        --------------------
                          October 30, 2002

Before DeMOSS, BENAVIDES, and STEWART, Circuit Judges.

PER CURIAM:*

     James Keith Williams, Texas prisoner #631673, seeks leave to

proceed in forma pauperis (IFP) following the district court’s

determination pursuant to 28 U.S.C. § 1915(a)(3) that his appeal

was taken in bad faith.    Williams lists four issues for appeal,

but he does not discuss any of those issues beyond merely stating

them.    Nor does Williams argue whether the district court erred

by dismissing his civil rights claims pursuant to Heck v.


     *
        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that this opinion should not be published and is not precedent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. 02-10212
                                  -2-

Humphrey, 512 U.S. 477 (1994), and Edwards v. Balisok, 520 U.S.

641 (1997), or whether the district court erred by dismissing any

habeas corpus claims without prejudice for failure to exhaust

state remedies.    Williams has failed to brief any issues for

appeal.   Brinkmann v. Dallas County Deputy Sheriff Abner,

813 F.2d 744, 748 (5th Cir. 1987).

     Moreover, Williams’s civil rights claims were frivolous, see

Clarke v. Stalder, 154 F.3d 186, 189 (5th Cir. 1998)(en banc),

and the district court correctly dismissed any habeas claims for

failure to exhaust state remedies.     See 28 U.S.C. §

2254(b)(1)(A).    Williams’s appeal is without arguable merit and

is frivolous.     See Howard v. King, 707 F.2d 215, 220 (5th Cir.

1983).

     The district court’s dismissal of Williams’s action and our

dismissal of his appeal count as two strikes for purposes of

28 U.S.C. § 1915(g).    Williams is warned that should he

accumulate three strikes for purposes of 28 U.S.C. § 1915(g) he

will be unable to proceed IFP in any civil action or appeal

unless he is under imminent danger of serious physical injury.

     IFP DENIED; APPEAL DISMISSED; SANCTIONS WARNING ISSUED.
