                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT



                            No. 00-40588
                          Summary Calendar



REYES FLORES,

                                          Plaintiff-Appellant,

versus

VALERIE HUDSON, Lieutenant,
Michael Unit,

                                          Defendant-Appellee.

                        - - - - - - - - - -
          Appeal from the United States District Court
                for the Eastern District of Texas
                       USDC No. 6:00-CV-259
                        - - - - - - - - - -
                         September 29, 2000

Before HIGGINBOTHAM, WIENER, and BARKSDALE, Circuit Judges.

PER CURIAM:*

     The district court dismissed the 42 U.S.C. § 1983 complaint

filed by Reyes Flores, Texas prisoner # 615077, because he is

barred by 28 U.S.C. § 1915(g) (three-strikes bar) and he had

failed to establish that he was under imminent danger of serious

physical injury.   Flores requests (1) leave to substitute his

spiritual advisor in his place pursuant to Fed. R. App. P. 43(b)

because his advisor is not subject to the three-strikes bar,

(2) leave to proceed in forma pauperis (IFP) because he is under


     *
        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that this opinion should not be published and is not precedent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. 00-40588
                                -2-

imminent danger of serious physical injury, and (3) the

appointment of counsel.

     Flores’s request to substitute his spiritual advisor is

DENIED.   Because Flores has failed to establish that he is under

imminent danger, his request for IFP is DENIED.    Baños v. O’Guin,

144 F.3d 883, 884 (5th Cir. 1998).   Because Flores has failed to

demonstrate exceptional circumstances, his request for the

appointment of counsel is also DENIED.     Cupit v. Jones, 835 F.2d

82, 86 (5th Cir. 1987).

     Flores’s appeal is DISMISSED.   Should Flores wish to

reinstate his appeal, he has 15 days from the date of this

opinion to pay the full appellate filing fee of $105 to the clerk

of the district court.

     MOTIONS DENIED.   APPEAL DISMISSED.
