                                _____________

                                 No. 94-2275
                                _____________

United States of America,            *
                                     *
          Plaintiff-Appellee,        *     Appeal from the United States
                                     *     District Court for the
     v.                              *     Eastern District of Missouri.
                                     *
Enrique Flores, Jr.,                 *
                                     *
          Defendant-Appellant.       *


                                _____________

                 Submitted:        September 13, 1995

                       Filed:      January 17, 1996
                                _____________

Before LOKEN, HANSEN, and MORRIS SHEPPARD ARNOLD, Circuit Judges.
                          _____________


HANSEN, Circuit Judge.


     Enrique Flores, Jr., appeals from the final judgment entered
by the district court1 after a jury found him guilty of conspiracy
to distribute marijuana in violation of 21 U.S.C. §§ 841 and 846.
Flores contends that the district court abused its discretion by
declining to grant a mistrial after a government witness
volunteered certain testimony.       Flores also makes various
challenges to his sentence. We affirm.




     1
      The Honorable Stephen N. Limbaugh, United States District
Judge for the Eastern and Western Districts of Missouri.
                                I.


     Viewed in the light most favorable to the verdict, the
evidence shows Flores became involved in a highly structured, well
organized, and intricate marijuana distribution conspiracy which
distributed tons of marijuana throughout the United States. We
limit our discussion only to those facts that are necessary to
resolve the issues that Flores raises on appeal.


     Part of the marijuana distribution activities were conducted
in and around Cape Girardeau, Missouri. Cape Girardeau sits on the
Mississippi River, which serves as the Illinois-Missouri border.
The marijuana was transported from south Texas in specially built,
vacuum-sealed metal containers concealed in loads of produce
(tomatoes and bananas), which were hauled by semi-truck to Cape
Girardeau (among other locations across the country). The driver
of the truck (who received $15,000 per load transported) or his co-
conspirator passenger, would then notify the local contact of the
shipment's arrival. The contact would meet the truck driver and
take the load of marijuana to a warehouse located on a secluded
farm in nearby southern Illinois, where it was unloaded and stored.
The marijuana would later be distributed to buyers, who came from
all over the United States. In mid-February of 1993, two separate
shipments totaling approximately 2028 lbs. (919.99 kilograms) of
marijuana were delivered to the warehouse.2         All told, the
conspiracy distributed at least 25,000 pounds of marijuana during
its existence.


     Jose Trevino, and to a somewhat lesser extent his brother
Jaime Trevino, were principals in the marijuana operation, which
was headed by a man called "Mr. J," known to the authorities as one


     2
      This quantity was the basis for the district court's
calculation of Flores' base offense level.

                               -2-
Johnny Rodriguez. In February of 1993, Jaime Trevino contacted the
appellant, Flores, a longtime friend, and inquired whether Flores
was interested in purchasing marijuana.    Jaime Trevino informed
Flores that his brother, Jose, was involved in a marijuana
distribution organization that was capable of supplying large
quantities of marijuana. Flores responded that he knew a person in
Michigan who might be interested in purchasing quantities of
marijuana and agreed to provide his Michigan contact with this
market information. Flores' Michigan contact was later identified
as one Roger Jackson.   Jaime Trevino told Flores to inform his
Michigan contact that if the contact was interested in purchasing
a quantity, the transaction would take place in Cape Girardeau.
Flores passed this information along to Jackson, who expressed an
interest in making a purchase.


     Flores later met with the Trevinos to set up the arrangements
for the transaction, as well as to discuss the quantity and quality
of the marijuana that the organization had available for sale.
After the Trevinos and Flores finalized their plans, Flores
provided Jackson with the information and requested that Jackson
wire money to Harlingen, Texas, so Flores could purchase an airline
ticket to fly to Cape Girardeau. Accordingly, Jackson sent $750
and Flores bought an airline ticket.


     On March 7, 1993, Jaime Trevino contacted Flores and informed
him that arrangements had been made for the Trevinos and Flores to
travel to Cape Girardeau the following day. Flores was to instruct
Jackson to meet them there so that the deal could be completed.
The next day, on the way to Cape Girardeau, the Trevinos and Flores
stopped at the Harlingen airport where Flores obtained a cash
refund for his airline ticket in order to provide the Trevinos and
Flores with expense money for the trip. The three later stopped in
Hope, Arkansas, where Flores again called Jackson to confirm that
the transaction would take place.      During the trip, the three

                               -3-
agreed that Flores would pay the Trevinos $80,000/100 lbs. of
marijuana, and Flores could in turn determine the price he wished
to charge Jackson.    Flores determined the price that he would
charge Jackson would be $85,000/100 lbs.


     The Trevinos and Flores arrived in Cape Girardeau on March 9,
1993, and checked into a local motel. Jose Trevino met with one
Michael Hartwick, who was in charge of storing the marijuana at the
nearby Illinois warehouse.        They discussed the marijuana
transactions that were to take place in the next couple of days,
several of which were large scale, involving brokers and dealers
from other states, as well as the general operation of the
distribution ring. Flores was present at various times during this
conversation.   At some point, Flores again called Jackson to
confirm that the marijuana deal would be conducted.


     Later that same day, Flores informed Jaime Trevino that
Jackson had arrived and that they could proceed with the
transaction. Flores gave Jaime Trevino the keys to Jackson's car,
and the car was taken to the Illinois marijuana warehouse, where
239 pounds of marijuana were loaded into it. Jaime Trevino then
drove Jackson's car back to Cape Girardeau, intending to return to
the motel. However, Trevino spotted a law enforcement vehicle near
the motel and so he parked the car in a Wal-Mart parking lot
several blocks away. Trevino returned to the motel and explained
what had happened to Flores.       Flores instructed Trevino to
immediately return the vehicle to the motel parking lot. Jaime
Trevino did so and gave Jackson's car keys to Flores.


     While Jackson's vehicle was being loaded with the marijuana,
Flores paid Jose Trevino $80,000 for 100 lbs. of marijuana. When
Jaime Trevino arrived back at the motel, Flores explained to
Jackson that the charge was going to be $85,000 for 100 lbs., and
that the remaining quantity of marijuana (139 lbs. worth

                               -4-
approximately $118,150) would be "fronted," i.e., provided on
credit, to him. After completing the transaction, Flores returned
Jackson's car keys to him. Later, when Jose Trevino was directed
to deliver the proceeds from the sale to Jackson to two of Mr. J.'s
couriers at the St. Louis airport, Flores arranged for Jackson to
ride along with him and Trevino so Jackson could fly back to
Michigan. After dropping Jackson off, Trevino and Flores met the
two couriers when their flight arrived and Flores was present in
the pickup truck when Trevino told the couriers he had the money to
give to them.


     The conspiracy came to an abrupt end in the early morning
hours of March 11, 1993, when law enforcement officers, who had
been conducting surveillance of the activities of the operation,
arrested a number of individuals. Flores was among those arrested,
and approximately $4,900 in cash was recovered from his gym bag in
his motel room.


     Flores was subsequently charged in a one-count superseding
indictment with conspiracy to distribute in excess of 1,000
kilograms of marijuana in violation of 21 U.S.C. §§ 841 and 846.
A jury found him guilty of the charge. At sentencing, the district
court determined that Flores' base offense level was 30 and then
applied a three-level upward adjustment after determining that
Flores was a manager or supervisor of the criminal activity within
the meaning of U.S.S.G. § 3B1.1(b). Flores' total offense level of
33, combined with his criminal history category of IV, generated a
Sentencing Guidelines range of 188 - 235 months.      The district
court sentenced Flores to 200 months of imprisonment.       Flores
appeals.




                               -5-
                               II.
A. District Court's Failure to Grant a Mistrial

     Flores contends that the district court abused its discretion
by denying his motion for a mistrial after prosecution witness
Jaime Trevino gave certain testimony.     At trial, the following
exchange took place on direct examination between the prosecutor
and Trevino:

          MR. FAGAN (prosecutor):     Can you describe your
     relationship with [Flores]?

          MR. TREVINO (witness): We have been friends.
          We have -- I have sold marijuana to him, and he has
     sold marijuana to me.
          We have done several drug deals.

(Trial Tr. at 5-177.) At this point, Flores' counsel objected and
a sidebar conference ensued. Flores claimed that this testimony
was prior bad acts evidence under Federal Rule of Evidence 404(b),3
and that the prosecution had failed to comply with the notice
requirements of that provision. Flores strenuously demanded that
the district court immediately declare a mistrial.




     3
      Federal Rule of Evidence 404(b) states:

          Evidence of other crimes, wrongs, or acts is
          not admissible to prove the character of a
          person in order to show action in conformity
          therewith. It may, however, be admissible
          for other purposes, such as proof of motive,
          opportunity, intent, preparation, plan,
          knowledge, identity, or absence of mistake or
          accident, provided that upon request by the
          accused, the prosecution in a criminal case
          shall provide reasonable notice in advance of
          trial, or during trial if the court excuses
          pretrial notice on good cause shown, of the
          general nature of any such evidence it
          intends to introduce at trial.

                               -6-
     The prosecutor responded that, although he knew of the
existence of this evidence, the government had not intended to
introduce it at trial, and in fact, the prosecutor stated that he
had expressly instructed the witness not to go into these matters.
Thus, according to the prosecutor, he had no duty to disclose this
information in advance of trial. The district court determined
that the government's explanation was credible and declined to
grant a mistrial. The court stated that it felt that an admonition
to the jury to disregard the testimony would only serve to
highlight it, and accordingly, gave no admonition to the jury. The
court also stated that it would give the jury a curative
instruction if Flores so desired, and the court extended the
invitation to Flores' counsel to submit such an instruction to the
court for consideration. Flores' counsel initially indicated that
he would submit a proposed instruction to the court but then later
indicated that a curative instruction would not be sufficient to
cure the prejudice and that a mistrial was the only satisfactory
remedy. In any event, Flores' counsel never submitted a proposed
instruction, and the district court did not give one specifically
tailored to Trevino's testimony.


     Flores argues that this testimony was inadmissible prior bad
acts evidence under Rule 404(b) or, in the alternative, even if the
evidence was properly admissible under that rule, the government's
failure to comply with the notice requirements of that provision
prejudiced him. In either event, Flores contends that the district
court should have granted a mistrial.


     "`We will affirm a district court's ruling on a motion for a
mistrial absent an abuse of discretion.'"        United States v.
Fregoso, 60 F.3d 1314, 1328 (8th Cir. 1995) (quoting United States
v. Adams, 37 F.3d 383, 384 (8th Cir. 1994)). "The district court
is in a far better position to measure the effect of an improper
question on the jury than an appellate court which reviews only the

                               -7-
cold record."   United States v. Nelson, 984 F.2d 894, 897 (8th
Cir.) (internal quotations omitted), cert. denied, 113 S. Ct. 2945
(1993). Finally, we have observed that measures less drastic than
declaring a mistrial, for instance giving the jury a curative
instruction, ordinarily alleviate any prejudice flowing from
improper testimony.    See id. ("[t]he admission of allegedly
prejudicial testimony is ordinarily cured by an instruction to the
jury to disregard the testimony.").


     In the present case, the district court offered to give the
jury a curative instruction and indicated that it would consider
any instruction submitted by defense counsel.      Because such an
instruction would ordinarily be sufficient to cure the alleged
prejudice, Flores' position at trial of a mistrial-or-nothing
precludes us from finding in his favor on this issue. Given the
district court's vantage point, we afford that court wide latitude
in determining whether a mistrial is the appropriate remedy in
these circumstances or whether other measures will be sufficient.
Accordingly, we hold that the district court did not abuse its
discretion in declining to grant a mistrial in this case. We note
that the court did, in its final instructions, give the jury an
instruction which told them that any evidence they had heard about
Flores having committed a similar act in the past could not be used
to determine whether he committed the acts charged in this case.
(See Jury Inst. 11, Trial Tr. Vol. 12 at 180-81.) Although the
court gave this instruction because of Rule 404(b) testimony given
by one Jesus Riojas which, if believed, showed that Flores had been
involved in attempting to provide his Michigan customer, Jackson,
a large quantity of marijuana approximately one year prior to the
events in this case, the language of the instruction was broad
enough to encompass Jaime Trevino's volunteered statements about
his prior drug dealings with Flores as well.




                               -8-
     In any event, assuming an error occurred, such error was
harmless. See United States v. DeAngelo, 13 F.3d 1228, 1233 (8th
Cir.), cert. denied, 114 S. Ct. 2717 (1994). As we pointed out in
DeAngelo, trial errors that do not affect constitutional rights are
subject to Fed. R. Crim. P. 52(a)'s harmless error standard, under
which "`[a]n error is harmless if the reviewing court, after
reviewing the entire record, determines that no substantial rights
of the defendant were affected, and that the error did not
influence or had only a slight influence on the verdict.'" Id.
(quoting United States v. Flenoid, 949 F.2d 970, 973 (8th Cir.
1991)). "[W]e determine the prejudicial effect of any allegedly
improper testimony on the defendant's right to a fair trial by
examining the trial context of the error, and the prejudice created
thereby as juxtaposed against the strength of the evidence of the
[defendant's] guilt." Nelson, 984 F.2d at 897.


     After carefully reviewing the record, we believe that Jaime
Trevino's testimony about Flores' past drug activities would have
had, at most, only a slight influence on the verdict, particularly
in view of Riojas's properly admitted 404(b) testimony.        The
challenged Trevino testimony was brief and given in the middle of
a lengthy, twelve-day, multi-defendant drug conspiracy trial.
After this testimony was given, it appears that no further
reference was made to these matters by the government or any
witness during the remainder of the trial. On the other hand, the
evidence of Flores' guilt was very strong: Three co-conspirators
testified regarding Flores' direct involvement in the conspiracy;
Flores traveled approximately a thousand miles from south Texas to
Cape Girardeau with the Trevinos and stayed in a hotel with the
Trevinos while they distributed and attempted to distribute large
quantities of marijuana; and finally, when Flores was arrested, he
possessed $4900, which matches almost dollar-for-dollar the profit
he would have reaped from his transaction with Jackson. Given this
state of the record, with the evidence of Flores' guilt

                               -9-
substantiated, corroborated, and essentially uncontradicted, any
error that occurred was harmless.


     Flores also seems to complain that he was prejudiced because
the district court did not admonish the jury to disregard Jaime
Trevino's volunteered statements.    As noted above, the district
court declined to give the jury an admonition because the court
believed that such a measure would only highlight the allegedly
improper testimony. Flores made no objection to the court's course
of action and, in fact, during counsel's zealous argument in favor
of a mistrial, appeared to agree, at least tacitly, that an
admonition would not be appropriate.     Again, Flores' stance at
trial contradicts the position he takes on appeal and precludes us
from ruling in his favor.


     This testimony was simply one of those unexpected developments
that occurs in the course of a trial which, as many trial judges
and lawyers will attest to, is not an infrequent occurrence.
"[I]nstances occur in almost every trial where inadmissible
evidence creeps in, usually inadvertently."       Bruton v. United
States, 391 U.S. 123, 135 (1968). However, the Supreme Court has
repeatedly made clear that a criminal defendant is entitled to "`a
fair trial, not a perfect one.'" Id. (quoting Lutwak v. United
States, 344 U.S. 604, 619 (1953)). That right was not violated in
this case.



B. Sentencing Issues


     Flores makes several challenges to his sentence. First, he
contends that the district court improperly calculated the quantity
of marijuana attributable to him in determining his base offense
level. Preliminarily, we observe that while the jury determines
whether the defendant is a member of a drug conspiracy charged in

                               -10-
the indictment, it is left to the district court to determine the
appropriate quantity of drugs involved in the conspiracy which is
to be attributed to that defendant. See United States v. Behler,
14 F.3d 1264, 1272-73 (8th Cir.) (recognizing that district court
makes drug quantity determination after jury makes guilt-innocence
finding), cert. denied, 115 S. Ct. 419 (1994).        The district
court's drug quantity determination is a factual finding that we
review under the clearly erroneous standard.     United States v.
Bieri, 21 F.3d 811, 817 (8th Cir.), cert. denied, 115 S. Ct. 208
(1994). We will reverse a drug quantity finding only if we are
firmly convinced that a mistake has been made. United States v.
Maxwell, 25 F.3d 1389, 1397 (8th Cir.), cert. denied, 115 S. Ct.
610 (1994).


     U.S.S.G. § 1B1.3 provides that a criminal defendant convicted
as a co-conspirator may be held accountable for "all reasonably
foreseeable acts and omissions of others in furtherance of the
jointly undertaken criminal activity." U.S.S.G. § 1B1.3(a)(1)(B);
see also United States v. Karam, 37 F.3d 1280, 1289 (8th Cir.
1994), cert. denied sub nom. El Hani v. United States, 115 S. Ct.
1113 (1995). Under this provision, a conspiracy defendant may be
held accountable for the criminal activities of other co-
conspirators provided the activities fall within the scope of
criminal activity the defendant agreed to jointly undertake.
U.S.S.G. § 1B1.3 (n.2). "In drug conspiracies, the district court
may consider amounts from other drug transactions, provided the
other dealings are part of the same course of conduct or scheme."
Bieri, 21 F.3d at 817.


     Further, a defendant is accountable only for those activities
of co-conspirators which were reasonably foreseeable in relation to
the criminal activity the defendant agreed to jointly undertake.
United States v. Rogers, 982 F.2d 1241, 1246 (8th Cir.), cert.
denied, 113 S. Ct. 3017 (1993). "Relevant to a determination of

                               -11-
reasonable foreseeability is whether or to what extent a defendant
benefitted from his co-conspirator's activities." United States v.
Rice, 49 F.3d 378, 382 (8th Cir. 1995), cert. denied, 115 S. Ct.
2630 (1995).     "An additional relevant factor is whether the
defendant demonstrated a substantial level of commitment to the
conspiracy." Id. at 383.


     The presentence report (PSR) recommended that Flores be held
accountable for approximately 2028 lbs. (919.99 kilograms) of
marijuana, which represents the amount of marijuana delivered to
the Illinois warehouse in mid-February of 1993.      The district
judge, after reviewing his notes from trial, the case file, the
PSR, and objections to the PSR, determined that this quantity of
marijuana was reasonably foreseeable to Flores and, accordingly,
adopted the recommendation in the PSR. Significantly, the district
court held Flores accountable only for the quantity of marijuana
that was stored in the southern Illinois warehouse in close
proximity to when Flores traveled to Cape Girardeau. Flores was
not held accountable for the total scope of all of the illegal
activities conducted by Jose Trevino or other members of Mr. J's
organization.


     Flores contends that the district court's quantity calculation
was clearly erroneous because the scope of the criminal activity he
agreed to participate in was limited to the one transaction he
arranged with Jackson.      Thus, the additional quantities the
district court attributed to him were erroneous. In making this
argument, Flores claims that his conduct is indistinguishable from
that outlined in several Sentencing Guidelines illustrations,4 in
each of which the Sentencing Commission suggests that the defendant
is accountable for less criminal activity than other joint actors.


     4
      Specifically, Flores cites U.S.S.G. § 1B1.3, comment.
(n.2), illus. (c)(3), (5), and (7).

                               -12-
Flores finally contends that the quantities which exceed that
involved in the transaction with Jackson were not reasonably
foreseeable to him in light of the criminal activity he jointly
undertook.


     After conducting our own independent, careful review of the
record, we cannot conclude that the district court's drug quantity
calculation was clearly erroneous. First, we reject Flores' claim
that the quantities attributed to him were not within the scope of
the criminal activity in which he agreed to participate. In doing
so, we find his conduct readily distinguishable from the Guidelines
Commentary illustrations he cites. In each of the cited examples,
the defendant's initial agreement to join, and subsequent
involvement in, the joint criminal conduct was clearly defined from
the outset as limited to the specific criminal act(s) which the
defendant undertook.    In such instances, it would of course be
proper to hold the defendant accountable only for the limited part
of the joint criminal conduct which the defendant agreed to join
and actually participated in.


     Flores, however, had no such limited agreement, explicit or
implicit, when he joined the conspiracy, viz., that he was only in
for a single deal.    Nowhere in the record does it appear, and
Flores offers no record support, that his agreement to become
involved in the marijuana distribution ring was limited to
arranging a single, one-time transaction with Jackson. We think a
fair reading of the record supports the conclusion that Flores
intended to conduct future transactions with the Trevinos and was
simply deprived of the opportunity to do so because he was arrested
before additional transactions could be made.       Thus, we find
unpersuasive Flores' argument that the scope of the criminal
activity he agreed to participate in was limited to the one-time
transaction with Jackson when he got caught and that accordingly



                               -13-
his conduct is indistinguishable from the Guidelines Commentary
illustrations he cites.


     Further, we conclude that the quantity attributed to Flores
was reasonably foreseeable to him in light of the joint criminal
activity Flores agreed to undertake. The quantity of marijuana
attributed to Flores was derived from two deliveries that were made
to the Illinois warehouse in mid-February of 1993, at about the
time that Flores became a part of the conspiracy. Flores was aware
that the marijuana he distributed to Jackson would come from a
secluded warehouse in Illinois and, based upon his knowledge that
the marijuana operation could readily satisfy orders for large
quantities of marijuana, he had to have realized that significant
quantities were stored there. He also was aware of the relative
size and scope of the marijuana enterprise when he became involved
in it. The record supports the conclusion that Flores knew that
his customer was not the only individual who was going to be
serviced by the Illinois warehouse during the time the Trevinos and
Flores were in Cape Girardeau.


     Additionally, Flores demonstrated a substantial level of
commitment to the conspiracy, traveling with the Trevinos from
Harlingen, Texas, to Cape Girardeau, Missouri (a distance of
approximately 1000 miles), in order to help sell the contents of
the Illinois warehouse, as well as cashing his airline ticket to
provide financing for himself and the Trevinos during their long
distance journey to Cape Girardeau.     See Rice, 49 F.3d at 383
(holding defendant demonstrated substantial level of commitment to
conspiracy because he accompanied co-conspirator to California to
meet with other co-conspirator).     Finally, Flores was able to
derive substantial benefits from the activities of his co-
conspirators, as he had access to a large supply of marijuana and
took advantage of the already established method of distribution
which permitted the transaction to be completed with a minimal

                               -14-
chance of detection. Given this state of the record, we cannot say
that the district court's drug quantity calculation was clearly
erroneous.


     In a related vein, Flores contends that the district court did
not comply with the requirements of Federal Rule of Criminal
Procedure 32(c)(1).5 This provision requires that when a defendant
disputes factual matters contained in the PSR, the district court
must either make specific findings with respect to the controverted
matter or state that the matter will not be considered in imposing
sentence. United States v. Fetlow, 21 F.3d 243, 248 (8th Cir.),
cert. denied sub nom. Ferguson v. United States, 115 S. Ct. 456
(1994). We have held the requirements of this rule to be satisfied
where the district court made clear at sentencing that it was
relying on its impression of the testimony of the witnesses at
trial, coupled with its specific rejection of the defendant's
quantity objections. United States v. Edwards, 994 F.2d 417, 423
(8th Cir. 1993), cert. denied, 114 S. Ct. 701 (1994).


     In this case, the district court expressly acknowledged
Flores' objection to the quantity of marijuana the PSR recommended
be attributed to him. The court then explicitly rejected Flores'
objection to the PSR, based upon the record and the court's notes
of the various witnesses' trial testimony.            Under these
circumstances, we have no difficulty in concluding that the
district court complied with the requirements under Rule 32(c)(1).


     Flores next contends that the district court erred in
assessing a three-level upward adjustment to his base offense level
pursuant to U.S.S.G. § 3B1.1(b) for his role in the offense, after
determining that he was one of the managers or supervisors within


     5
      The substance of Rule 32(c)(1) was previously contained in
Federal Rule of Criminal Procedure 32(c)(3)(D).

                               -15-
the single conspiracy charged in the indictment.       Flores also
argues that the district court erred in failing to grant him a two-
level downward adjustment under § 3B1.2(b) for being a minor
participant in the offense because his involvement in the
conspiracy was limited to the single transaction with Jackson. The
district court stated that Flores' role as a "middleman" in
arranging the deal with Jackson, together with the manner in which
Flores orchestrated the execution of the transaction, made the
imposition of the three-level upward adjustment appropriate and
precluded a two-level downward adjustment.


     A sentencing court's determination of a participant's role in
the offense pursuant to U.S.S.G. § 3B1 is a factual finding that we
review for clear error.     Maxwell, 25 F.3d at 1399.       Section
3B1.1(b) of the Guidelines provides for a three-level upward
adjustment in a defendant's base offense level if he "was a manager
or supervisor (but not an organizer or leader)" of the criminal
activity. U.S.S.G. § 3B1.1(b). Factors the district court should
consider in determining whether an upward adjustment is appropriate
include "the nature of the defendant's role in the offense, the
recruitment of accomplices, [and] the degree of participation in
planning or organizing the offense."      United States v. Ortiz-
Martinez, 1 F.3d 662, 677 (8th Cir.), cert. denied, 114 S. Ct. 355
(1993).


     As indicated above, the district judge heard twelve days of
testimony, much of it from cooperating defendants detailing the
organizational structure and functioning of the single conspiracy
charged in the indictment.     That testimony revealed a highly
structured, disciplined, and well-planned criminal organization
involving a large number of individuals, each of whom performed
fairly distinct roles. There were lowly lumpers whose only job was
to unload the semi-trucks when they arrived at one of the
warehouses. There were warehouse managers who kept track of the

                               -16-
incoming and outgoing marijuana inventory and who were responsible
for its security. There were the well-paid, over-the-road, semi-
truck drivers whose job it was to sneak the concealed cargo through
the law enforcement checkpoint at Falferrias, Texas, and to
transport it to its ultimate destination warehouse in Chicago,
Kansas City, St. Louis, Fort Payne, Alabama, or southern Illinois.
There were dispatchers who boarded the trucks after they cleared
the checkpoint, informed the drivers where the load was to be
delivered, stayed with the load until it was safely in the
warehouse, who kept the kingpin, Mr. J., informed daily of the
load's progress and who answered to his sky pages.       There were
persons whose sole responsibility was to carry thousands upon
thousands of dollars in cash (sometimes as much as a quarter of a
million dollars at a time) from the warehouse locations back to Mr.
J. in south Texas.     In some instances, there were others who
"owned" the load and for whom the conspiracy only acted as freight
forwarders, collecting fees for transporting the marijuana and for
factoring the transactions.     There were area coordinators who
informed the brokers that the product was available. There were
the brokers like Flores who brought their customers (who were large
scale dealers) to the warehouse sites and who arranged for the
wholesale sales and distribution to their customers.       The jury
convicted Flores of being a member of this overall intricate
conspiracy, and it was the district judge's responsibility to
determine what Flores' role was in the offense of conviction, i.e.,
where he fit in the scheme of the conspiracy's criminal activity.
As his sentencing comments indicate, the experienced district judge
was well aware of the need to make relative judgments about the
role in the conspiracy offense each of the more than 12 defendants
played that he had to sentence in this case.


     We conclude that the district court's determination that
Flores' role in the conspiracy merits a three-level enhancement
pursuant to U.S.S.G. § 3B1.1(b) is not clearly erroneous. As the

                               -17-
facts delineated above illustrate, Flores solicited a substantial
buyer on behalf of the drug ring, helped finance the trip, played
an integral and extensive role in planning the transaction with the
Trevinos and Jackson, determined the price for the quantity of
marijuana sold to Jackson along with arranging for a sizeable
portion of the quantity to be "fronted," and finally, personally
managed and ensured that the $200,000 deal got done.6         Thus,
Flores' claim that the district court erred by imposing a three-
level upward adjustment is without merit.7


                               III.


     For the reasons enumerated above, we affirm the judgment of
the district court.


     A true copy.


          Attest:


               CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




     6
      Flores admits as much in his brief, stating that "[t]he
Government's evidence suggests that Appellant located a buyer and
facilitated a transaction much as a real estate agent will
solicit listings and will broker a transaction." (Appellant's
Br. at 30.) Thus, Flores acknowledges that he was not merely a
bit player in the conspiracy.
     7
      Given this disposition, we likewise conclude that the
district court's decision not to award Flores a two-level
reduction for being a minor participant was not clearly
erroneous. See Ortiz-Martinez, 1 F.3d at 678.

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