                                                        United States Court of Appeals
                                                                 Fifth Circuit
                                                              F I L E D
                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT                 August 19, 2003

                                                          Charles R. Fulbruge III
                                                                  Clerk
                             No. 03-20307
                         Conference Calendar



BRUCE WILLIS,

                                     Plaintiff-Appellant,

versus

CONSTRUCTION CO.; CONSTRUCTION PARENT COMPANY;
CHEMICAL COMPANY,

                                     Defendants-Appellees.

                       --------------------
          Appeal from the United States District Court
               for the Southern District of Texas
                      USDC No. H-02-CV-4943
                       --------------------

Before JONES, WIENER, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     Bruce Lee Willis, Texas prisoner # 717354, appeals the

district court’s dismissal of his 42 U.S.C. § 1983 complaint for

failure to state a claim.   Willis argues that the district court

considered matters outside of the pleadings in determining that

his complaint failed to state a claim and that the court abused

its discretion by rejecting his motion for reconsideration,

wherein he alleged that the defendants were “probably” state


     *
        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that this opinion should not be published and is not precedent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. 03-20307
                                 -2-

actors.

     Contrary to Willis’s assertion, there is no evidence in the

record that the district court considered matters outside of the

pleadings in determining that his complaint failed to state a

claim.    All of the factual information set forth in the district

court’s order dismissing the case came from Willis’s complaint.

     Willis’s complaint does not provide any information

concerning the identity of the defendants or their relationship

to the state.    Accordingly, the district court did not err in

dismissing his complaint for failure to state a 42 U.S.C. § 1983

claim.    Piotrowski v. City of Houston, 51 F.3d 512, 515 (5th Cir.

1995); 42 U.S.C. § 1983.

     To the extent that Willis challenges the denial of his

FED. R. CIV. P. 59(e) motion, his argument is likewise without

merit.    Even if the district court were to consider the

allegations contained in his Rule 59(e) motion concerning the

defendants’ status as state actors, Willis has failed to state a

claim under 42 U.S.C. § 1983.    Willis’s allegation that the

defendants are “probably” state actors is conclusional and

speculative.    A district court is not required to accept a

plaintiff’s conclusional allegations as true.    Fernandez-Montes

v. Allied Pilots Ass’n, 987 F.2d 278, 284 (5th Cir. 1993).

Accordingly, the district court did not abuse its discretion in

denying Willis’s Rule 59(e) motion.
                            No. 03-20307
                                 -3-

     The instant appeal is without arguable merit and is

therefore DISMISSED as frivolous.    See Howard v. King, 707 F.2d

215, 219-20 (5th Cir. 1983); 5TH CIR. R. 42.2.   The district

court’s dismissal of Willis’s complaint counts as a “strike” for

purposes of 28 U.S.C. § 1915(g), as does this court’s dismissal

of the instant appeal.    See Adepegba v. Hammons, 103 F.3d 383,

387 (5th Cir. 1996).   Willis has accumulated at least one

previous strike.    See Willis v. Bates, No. 02-20532 (5th Cir.

Oct. 29, 2002)(unpublished).   Because Willis has now accumulated

three strikes, he may not proceed in forma pauperis in any civil

action or appeal filed while he is incarcerated or detained in

any facility unless he is under imminent danger of serious

physical injury.    See 28 U.S.C. § 1915(g).

      In his appellate brief, Willis incorporates requests for

an evidentiary hearing on remand, appointment of counsel, and

discovery.    In light of the disposition of this case, his motions

are DENIED.   Willis also requests permission to supplement his

appellate brief; however, the cases he relies upon are

inapposite.   Consequently, his motion is DENIED.

     APPEAL DISMISSED; THREE-STRIKES BAR IMPOSED; ALL OUTSTANDING

MOTIONS DENIED.
