               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 98-10912
                        Conference Calendar



JIMMY D. GREEN-BEY,

                                           Plaintiff-Appellant,

versus

WILLIAM STEPHENS, Assistant Warden,
Individually and in his official capacity;
ROBERT EASON, Major,
Individually and in his official capacity,

                                           Defendants-Appellees.

                       - - - - - - - - - -
          Appeal from the United States District Court
               for the Northern District of Texas
                     USDC No. 7:96-CV-138-X
                       - - - - - - - - - -

                           June 17, 1999

Before EMILIO M. GARZA, BENAVIDES, and PARKER, Circuit Judges.

PER CURIAM:*

     Jimmy D. Green-Bey, Texas prisoner # 475147, seeks leave to

proceed in forma pauperis (IFP), following the district court’s

certification that his appeal from the denial of his motion for

leave to file a civil-rights complaint was taken in bad faith.

     Green-Bey argues that the district court abused its

discretion in dismissing his complaint as frivolous.    Green-Bey’s

complaint failed to allege that but for the retaliatory motive

     *
        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that this opinion should not be published and is not precedent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. 98-10912
                                  -2-

his classification as a member of a disruptive group, the Crips,

would not have occurred.     Woods v. Smith, 60 F.3d 1161, 1166 (5th

Cir. 1995).

     Green-Bey’s appeal is without arguable merit and is

frivolous.    Howard v. King, 707 F.2d 215, 219-20 (5th Cir. 1983).

Accordingly, Green-Bey’s IFP motion is DENIED and the appeal is

DISMISSED.    5TH CIR. R. 42.2.   The dismissal of this appeal as

frivolous counts as a strike for purposes of 28 U.S.C. § 1915(g)

as does the district court’s dismissal as frivolous of the

original complaint.    We caution Green-Bey that he has already

accrued two strikes and that once he accumulates three strikes,

he may not proceed IFP in any civil action or appeal filed while

he is in prison unless he is under imminent danger of serious

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

     APPEAL DISMISSED; WARNING ISSUED.
