                    UNITED STATES COURT OF APPEALS

                        FOR THE FIFTH CIRCUIT


                            __________________

                               No. 95-21017
                             Summary Calendar
                            __________________



      UNITED STATES OF AMERICA,

                                           Plaintiff-Appellee,

                                  versus

      CHRISTOPHER C. MOUTOH,

                                           Defendant-Appellant.

          ______________________________________________

       Appeal from the United States District Court for the
                    Southern District of Texas
                           (CR-H-95-8-7)
          ______________________________________________

                               July 3, 1996


Before SMITH, BENAVIDES, and DENNIS, Circuit Judges.

PER CURIAM:*

      Christopher C. Moutoh appeals his sentence for conspiracy to

defraud the United States, in violation of 18 U.S.C. § 286.             He

argues that the district court clearly erred in declining to award

a   two-level   reduction   for   acceptance   of   responsibility   under

U.S.S.G. § 3E1.1.     Moutoh's plea agreement contains a provision


*
     Pursuant to Local Rule 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this opinion should not be published and is not precedent except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 Local Rule 47.5.4.
waiving his right to appeal, "except the right to appeal an illegal

sentence."   That language does not unambiguously preclude our

consideration of Moutoh's argument. See United States v. Baty, 980

F.2d 977, 979 (5th Cir. 1992), cert. denied, 508 U.S. 956, 113 S.

Ct. 2457, 124 L. Ed.2d 672 (1993).

     Moutoh's argument that his guilty plea and cooperation are

conclusive of acceptance of responsibility ignores many of the

other provisions in the plea agreement, and is without merit.

Because Moutoh neither truthfully admitted the conduct comprising

the offense nor "came clean" regarding the full extent of his

criminal conduct, the district court did not clearly err by denying

the downward adjustment.   See United States v. Diaz, 39 F.3d 568,

572 (5th Cir. 1994).

AFFIRMED.




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