               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 00-50834
                       _____________________



ODELL JOHNSON, JR.

                                               Plaintiff-Appellant,

                              versus

CITY OF SAN ANTONIO

                                              Defendant-Appellee.
_________________________________________________________________

          Appeals from the United States District Court
          for the Western District of Texas, San Antonio
                        USDC No. 99-CV-575
_________________________________________________________________
                          August 31, 2001

Before JOLLY, SMITH and WIENER, Circuit Judges.

PER CURIAM:*

     Odell Johnson, Jr., a black police officer with the San

Antonio Police Department, appeals the district court’s grant of

summary judgment to the City of San Antonio on his Title VII

retaliation and hostile work environment claims.   Because we find

that the district court correctly granted summary judgment for the

City, we affirm.

     Johnson first contends that he was retaliated against in


     *
      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this opinion should not be published and is not precedent except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.
violation of 42 U.S.C. §2000e-3 because he protested Lt. Griffin’s

discrimination against him on the basis of race and because he

protested Griffin’s orders to enforce the law in a discriminatory

manner.   We have construed Title VII’s anti-retaliation provision

narrowly, holding that it only applies when the plaintiff is

subjected to an “ultimate employment decision” such as “hiring,

granting leave, discharging, promoting, and compensating.”     Watts

v. The Kroger Co., 170 F.3d 505, 511-12 (5th Cir. 1999).     Johnson

was involuntarily transferred out of the Downtown Foot and Bike

Patrol Unit (“DFBU”) to the Northside Substation.        A lateral

transfer with no significant change in benefits is not an adverse

employment action.   Burger v. Central Apartment Management, 168

F.3d 875, 879 (5th Cir. 1999).   In Serna v. City of San Antonio,

244 F.3d 479 (5th Cir. 2001), we found that another San Antonio

police officer who was also transferred out of the DFBU to a

regular patrol unit did not suffer an adverse employment action in

the context of First Amendment retaliation.       Johnson has not

produced any evidence that distinguishes his transfer out of the

DFBU to a regular patrol unit from Serna’s transfer out of the DFBU

to a regular patrol unit; as in Serna, there was insufficient

change in Johnson’s pay, benefits or level of responsibility to

constitute a demotion for the purpose of retaliation.         Thus,

Johnson’s retaliation claims fail because there is no evidence that

he was subjected to an adverse employment action.

     Even if Johnson had been subjected to an adverse employment

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action, his Title VII retaliation claims based on his objections to

Lt. Harry Griffin’s alleged orders to discriminate against San

Antonio residents would fail because the actions complained of were

not “unlawful employment practices” under Title VII. See 42 U.S.C.

§2000e-3 (emphasis added).   The discrimination at issue in this

charge affected the citizens of San Antonio, who were not San

Antonio Police Department employees. Thus, Johnson’s opposition to

Griffin’s orders does not constitute a protected activity under

Title VII.

     Similarly, Johnson’s hostile environment claim based on his

opposition to Griffin’s orders cannot succeed because it does not

involve discrimination with respect to Johnson’s “compensation,

terms, conditions, or privileges of employment, because of such

individual’s race, color, religion, sex or national origin.” 42

U.S.C. § 2000e-2(a)(emphasis added). Instead, this charge concerns

the San Antonio Police Department’s discrimination because of

Johnson’s opposition to Griffin’s orders.

     Finally, Johnson argues that he was subjected to a hostile

work environment based on his race.   While Johnson introduced some

evidence that Lt. Griffin ridiculed and attempted to intimidate

him, he fails to make a prima facie case on the claim of hostile

work environment because there was no evidence that any of the

discrimination was related to Johnson’s race.       See Walker v.

Thompson, 214 F.3d 615, 625 (5th Cir. 2000) (listing “racially

discriminatory intimidation, ridicule and insults” as an element of

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a hostile work environment claim).   After reviewing the record, we

agree with the district court’s conclusion that Johnson’s “problems

with Lt. Griffin would appear to have extended across the board and

not to have centered around race.”    The City was therefore also

entitled to summary judgment on Johnson’s Title VII hostile work

environment claim.

     Because we find no genuine issue of material fact on Johnson’s

Title VII retaliation and hostile work environment claims, the City

is entitled to judgment as a matter of law. The district court’s

judgment is therefore

                                                  A F F I R M E D.




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