                              PUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                             No. 14-2255


JEFFREY PEARSON,

                Plaintiff - Appellant,

           v.

CAROLYN W. COLVIN, Acting       Commissioner     of    the   Social
Security Administration,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Norfolk.      Henry Coke Morgan, Jr.,
Senior District Judge. (2:14-cv-00088-HCM-DEM)


Argued:   October 27, 2015                Decided:    December 17, 2015


Before MOTZ, GREGORY, and HARRIS, Circuit Judges.


Reversed and remanded by published opinion.     Judge Motz wrote
the opinion, in which Judge Gregory and Judge Harris joined.


ARGUED: E. Gregory Wallace, CAMPBELL UNIVERSITY SCHOOL OF LAW,
Raleigh, North Carolina, for Appellant.     Mark Anthony Exley,
OFFICE OF THE UNITED STATES ATTORNEY, Norfolk, Virginia, for
Appellee.    ON BRIEF: Anthony W. Bartels, BARTELS LAW FIRM,
Jonesboro, Arkansas, for Appellant.     Dana J. Boente, United
States   Attorney,  OFFICE  OF  THE   UNITED   STATES  ATTORNEY,
Alexandria, Virginia; Nora Koch, Acting Regional Chief Counsel,
Taryn Jasner, Supervisory Attorney, Naomi Mendelsohn, Assistant
Regional Counsel, SOCIAL SECURITY ADMINISTRATION, Philadelphia,
Pennsylvania, for Appellee.
DIANA GRIBBON MOTZ, Circuit Judge:

       Jeffrey Pearson appeals the denial of his application for

Social     Security       disability        benefits.          He     contends          that

substantial evidence does not support the determination of the

administrative      law    judge     denying       those   benefits         because     the

judge    failed    to     resolve    a    conflict       between      the     vocational

expert’s testimony and the Dictionary of Occupational Titles.

We reverse and remand for further proceedings.



                                            I.

       In the past, Pearson has worked in a number of fields,

including as a groundskeeper and a press operator in a plastics

factory.     On February 5, 2009, Pearson was laid off from his

most    recent    job.      Six     weeks       later,   he    applied      for    Social

Security disability         benefits      under     Titles     II    and    XVI    of   the

Social Security Act, 42 U.S.C. §§ 416(i), 423, 1381, 1382c(a)(3)

(2012).      Pearson      alleged    disability      due      to    arthritis      of   the

spine, degenerative joint disease and a torn rotator cuff in his

right shoulder, shin splints, degenerative artery disease in his

feet, a hiatal hernia, irritable bowel syndrome, post-traumatic

stress disorder, depression, and anxiety.

        Pearson’s application for benefits was denied initially and

upon rehearing.         An administrative law judge (ALJ) then affirmed

the     denial.     The     Social       Security    Appeals        Council       (Appeals

                                            2
Council),      however,   granted     Pearson’s    request      for      review   and

remanded the case for further consideration, including testimony

from a vocational expert.

       During    the   second   ALJ   hearing,    at   the    beginning      of   the

vocational expert’s testimony, the ALJ asked the expert:                      “[i]f

your       testimony   here   today   differs    [from]      what   is    contained

within the Dictionary of Occupational Titles, will you please so

advise both [Pearson’s counsel] and myself?” 1                The expert agreed

to do so.

       The ALJ presented the vocational expert with a series of

hypotheticals.         The ALJ first posed the following scenario to

the expert:

       [A]ssume a hypothetical individual the same age,
       education and work experience which our claimant
       possesses.    Further assume that this hypothetical
       individual can lift and carry up to 20 pounds
       occasionally and ten pounds frequently; sit six hours
       in an eight hour day and stand and walk a total of six
       hours in an eight hour day. Further assume that this
       hypothetical    individual   would   be    limited   to
       occasionally overhead lifting and reaching using the
       upper   nondominant    extremity.      Likewise,   this
       hypothetical   individual   could  perform   occasional

       1
       The Dictionary of Occupational Titles, and its companion,
Selected Characteristics of Occupations Defined in the Revised
Dictionary of Occupational Titles (hereinafter, “Dictionary”
refers to both documents), are Social Security Administration
resources that list occupations existing in the economy and
explain some of the physical and mental requirements of those
occupations.   U.S. Dep’t of Labor, Dictionary of Occupational
Titles   (4th  ed.   1991);  U.S.   Dep’t  of   Labor,  Selected
Characteristics of Occupations Defined in the Revised Dictionary
of Occupational Titles (1993).


                                        3
       bending,    stooping,     crouching,   kneeling     and
       crawling. . . .   The hypothetical individual, I would
       restrict to ambulating on level surfaces.     Likewise,
       this hypothetical individual could perform no more
       than frequent fingering and handling using the upper
       extremities. . . .      None exertionally.     I would
       restrict this hypothetical individual to performing
       simple, routine tasks, with supervision which is
       simple, direct and concrete.

The     ALJ    then     asked       the     vocational       expert     whether     this

hypothetical person could perform any of Pearson’s past jobs.

The expert said he could not.

       The    ALJ   next    asked     the    vocational        expert    whether    this

hypothetical person could perform any other jobs in the national

economy.      The expert testified that the hypothetical individual

could    perform      unskilled     and     light    work,    including    jobs    as    a

motel cleaner (Dictionary 323.687-014), cashier II (Dictionary

211.462-010), and bench press operator (Dictionary 690.685-014).

Pearson’s counsel asked the expert no questions.                        At no time did

the     vocational        expert     mention        any   conflicts      between       his

testimony and the Dictionary.

       The ALJ again affirmed the denial of benefits.                           He found

that    Pearson     has    the     following     severe      impairments:         “right

shoulder      tendonitis      and    synovial        lesion,    left     ear    disorder

(status-post        left   tympanoplasty),          diffuse     joint    pain    due    to

arthritis, back pain, carpal tunnel syndrome of the right wrist,

anxiety, and depression.”                 However, the ALJ found that, with



                                             4
those     impairments,      Pearson           retains       the    residual    functional

capacity

     to perform less than the full range of unskilled,
     light work . . . .        Physically, he retains the
     residual functional capacity to lift and carry 20
     pounds occasionally and 10 pounds frequently; stand
     and/or walk six hours in an eight-hour workday; sit
     for six hours in an eight-hour workday; is limited to
     occasional overhead lifting/reaching using the non-
     dominant upper extremity; can do no more than frequent
     fingering and handling; can occasionally bend, stoop,
     crouch and crawl; is limited to ambulating on level
     surfaces; and is limited to face-to-face communication
     due to alleged hearing loss in one ear. Mentally, the
     claimant is limited to simple, routine tasks with
     supervision that is simple, direct, and concrete.

This residual functional capacity mirrors that of the individual

in the first hypothetical that the ALJ posed to the vocational

expert.      The    ALJ    concluded          that    although      Pearson    could    not

perform any relevant past work, he could perform jobs that exist

in significant numbers in the national economy, including work

as a motel cleaner, cashier II, and machine tender/bench press

operator;     these       are     the    same        jobs    the    vocational       expert

mentioned.      The ALJ thus found Pearson not disabled and not

entitled to benefits.

     Pearson       requested        an    Appeals        Council      review    of     this

decision, which the Council denied.                         Pearson then filed this

action in federal court.                 Upon consideration of the parties’

cross-motions for summary judgment, a magistrate judge issued a

report    recommending          grant    of    summary       judgment   to    the    Acting


                                               5
Commissioner         of         the        Social       Security          Administration

(Commissioner).           Pearson       filed      objections,      arguing      that   the

magistrate judge erred in recommending affirmance of the ALJ’s

finding     that    he     was    not      disabled     or     eligible     to    receive

benefits.        This     was    assertedly        so   because     the    ALJ    did   not

resolve a conflict between the vocational expert’s testimony and

the Dictionary as to whether the jobs identified by the expert

required an ability Pearson did not have -- to frequently reach

overhead    with    both     arms.         The     district    court      overruled     the

objection,    adopted       the    magistrate        judge’s    recommendation,         and

granted the Commissioner summary judgment.                        This timely appeal

followed.



                                             II.

     When reviewing a Social Security disability determination,

a reviewing court must “uphold the determination when an ALJ has

applied correct legal standards and the ALJ’s factual findings

are supported by substantial evidence.”                      Bird v. Comm’r of Soc.

Sec. Admin., 699 F.3d 337, 340 (4th Cir. 2012).                             Substantial

evidence    is     that    which      “a    reasonable       mind   might     accept     as

adequate to support a conclusion.”                      Johnson v. Barnhart, 434

F.3d 650, 653 (4th Cir. 2005) (per curiam) (internal quotation

marks omitted).           It “consists of more than a mere scintilla of

evidence but may be less than a preponderance.”                               Hancock v.

                                              6
Astrue, 667 F.3d 470, 472 (4th Cir. 2012) (internal quotation

marks omitted).

       In considering an application for disability benefits, an

ALJ    uses      a     five-step            sequential      process          to     evaluate       the

disability claim.                20 C.F.R. §§ 404.1520(a)(4), 416.920(a)(4)

(2015).       The         ALJ   determines          whether      a   claimant:            first,    is

currently gainfully employed; second, has a severe impairment;

and    third,        has        an    impairment          that       meets    or        equals     the

requirements of a listed impairment.                             Id. § 404.1520(a)(4)(i),

(ii), (iii).          Fourth, the ALJ considers the claimant’s residual

functional       capacity            to    determine      whether      he     can       perform    the

functions of his past relevant work.                             Id. § 404.1520(a)(4)(iv).

Fifth, the ALJ considers the claimant’s age, education, work

experience, and residual functional capacity to decide whether

he    can   perform         alternative            work   that       exists       in    significant

numbers     in       the    national         economy.         Id.     §§ 404.1520(a)(4)(v),

404.1560(c).          The claimant has the burden of proof for the first

four steps, but at the final, fifth step the Commissioner bears

the    burden        to    prove          that   the    claimant       is    able       to    perform

alternative work.               See Bowen v. Yuckert, 482 U.S. 137, 146 n.5

(1987).

       To answer this final question -- whether sufficient other

work exists for the claimant in the national economy -- the ALJ

“rel[ies]        primarily”           on     the   Dictionary.           Soc.          Sec.   Admin.,

                                                    7
Policy Interpretation Ruling: Titles II & XVI: Use of Vocational

Expert     &    Vocational            Specialist          Evidence,     &    Other     Reliable

Occupational         Info.       in    Disability          Decisions,       Social     Security

Ruling (SSR) 00-4p, 2000 WL 1898704 (Dec. 4, 2000), at *2 (the

Ruling).        The ALJ “may also use” a vocational expert to address

complex aspects of the employment determination, including the

expert’s       observations           of   what       a   particular        job    requires    in

practice or the availability of given positions in the national

economy.       Id.

      Because the expert’s testimony can sometimes conflict with

the   Dictionary,               the     Social        Security        Administration          has

promulgated          a       multi-page,    formal          ruling     to    “clarif[y        the]

standards for the use of vocational experts” at ALJ hearings.

Id. at *1.           The Ruling requires that the ALJ “inquire, on the

record,     .    .       .     whether”    the        vocational       expert’s       testimony

“conflict[s]” with the Dictionary, and also requires that the

ALJ   “elicit            a    reasonable      explanation            for”     and     “resolve”

conflicts       between         the   expert’s        testimony       and    the    Dictionary.

Id. at *2.               The ALJ must, by determining if the vocational

expert’s explanation is “reasonable,” resolve conflicts “before

relying    on     the         [vocational    expert’s]         evidence       to     support    a

determination            or     decision     about          whether     the        claimant    is

disabled.”       Id.



                                                  8
                                          III.

       The     parties      dispute     two    aspects     of    the     Ruling:         (1),

whether SSR 00-4p requires the ALJ only to ask the vocational

expert whether his testimony conflicts with the Dictionary or

also requires the ALJ to identify conflicts independently from

the vocational expert; and (2), if the ALJ must independently

identify conflicts, which conflicts the Ruling requires an ALJ

to identify.       Pearson maintains that SSR 00-4p requires the ALJ

to do more than just ask the vocational expert if his testimony

conflicts      with    the    Dictionary.           He   contends       that    even     if   a

vocational expert fails to identify a conflict in response to

that       question,   the    Ruling     requires        the    ALJ   to   independently

identify all “possible” conflicts between the expert’s testimony

and the Dictionary.           SSR 00-4p, at *4.            The Commissioner argues

that SSR 00-4p imposes on the ALJ only the single “affirmative

responsibility”        --    to   ask    the       vocational    expert        whether    his

testimony conflicts with the Dictionary.                          Id.      At most, the

Commissioner contends, if the ALJ must do more, he need only

identify “obvious” conflicts. 2


       2
       The Commissioner does not argue that we must defer to her
interpretation of SSR 00-4p. Although we of course defer to the
Commissioner’s interpretation of the statute as manifested in
the Ruling itself, Pass v. Chater, 65 F.3d 1200, 1204 n.3 (4th
Cir. 1995), because the Commissioner’s proposed interpretation
of the Ruling conflicts with the plain language of the Ruling,
we need not and do not defer to her interpretation.


                                               9
       As to whether the ALJ must do more than ask the vocational

expert whether his testimony conflicts with the Dictionary, the

Commissioner’s         “affirmative       responsibility”               argument     ignores

other language in SSR 00-4p.                   From its outset, the Ruling sets

forth multiple responsibilities and places all of them on the

ALJ.     Id. at *1. The Ruling explains that its “purpose” is to

require the ALJ (not the vocational expert) to “[i]dentify and

obtain     a   reasonable          explanation”          for    conflicts     between      the

vocational          expert’s       testimony       and     the    Dictionary,        and   to

“[e]xplain in the determination or decision how any conflict

that has been identified was resolved.”                        Id. (emphasis added).

       The Ruling then proceeds to require that the ALJ undertake

exactly these responsibilities.                    First, the ALJ must “[a]sk the

[vocational expert] . . . if the evidence he or she has provided

conflicts with information provided in the [Dictionary]”; and

second, “[i]f the [vocational expert]’s . . . evidence appears

to    conflict       with    the    [Dictionary],”         the    ALJ    must   “obtain      a

reasonable explanation for the apparent conflict.”                              Id. at *4.

Notably, this second requirement is so independent of the first

that it does not rest on the vocational expert’s identification

of a conflict.             Rather, SSR 00-4p directs the ALJ to “resolve

the    conflict       by    determining    if      the    explanation        given   by    the

[expert]       is    reasonable,”       id.     at       *2,     and    to   “explain      the



                                              10
resolution of the conflict irrespective of how the conflict was

identified,” id. at *4 (emphasis added).

       We thus agree with Pearson and the courts that have held

that       an   ALJ    has    not    fulfilled      his    affirmative     duty   “merely

because the [vocational expert] responds ‘yes’ when asked if her

testimony         is    consistent      with     the      [Dictionary].”      Moore   v.

Colvin,         769    F.3d   987,    990   (8th     Cir.    2014);   see   Overman    v.

Astrue, 546 F.3d 456, 463 (7th Cir. 2008) (explaining that “the

ALJ’s       affirmative        duty     extends        beyond    merely     asking    the

[vocational expert] whether his testimony is consistent with the

[Dictionary]”); Haddock v. Apfel, 196 F.3d 1084, 1087 (10th Cir.

1999) (deciding, in a case predating SSR 00-4p, that “the ALJ

must ask the expert how his or her testimony . . . corresponds

with the [Dictionary], and elicit a reasonable explanation for

any discrepancy”).             But see Lindsley v. Comm’r of Soc. Sec., 560

F.3d 601, 606 (6th Cir. 2009) (“Nothing in [SSR] 00-4p places an

affirmative            duty   on     the    ALJ     to      conduct   an    independent

investigation . . . .”) (internal quotation marks omitted). 3                         The




       3
       Even the Ruling’s structure and section titles demonstrate
that SSR 00-4p requires far more than that the ALJ ask the
vocational expert a single question.         The titles address
“Resolving Conflicts in Occupational Information,” “Reasonable
Explanations   for   Conflicts   (or   Apparent   Conflicts)   in
Occupational Information,” “Evidence That Conflicts with SSA
Policy,” and then “The Responsibility To Ask About Conflicts,”
followed by “Explaining the Resolution.” SSR 00-4p, at *2-*4.


                                               11
ALJ independently must identify conflicts between the expert’s

testimony and the Dictionary.

      As to the second issue, the language of the Ruling also

explains     which         conflicts         the   ALJ     must      identify      and   resolve

before relying on the vocational expert’s testimony.                                Though SSR

00-4p uses several adjectives to describe the relevant conflict,

the   most       common         and,    we    believe,         the    most     compelling         is

“apparent.”          See SSR 00-4p, at *2, *4 (requiring that the ALJ

“elicit a reasonable explanation” for “an apparent unresolved

conflict” and “obtain a reasonable explanation for the apparent

conflict”).            “Apparent,”            of     course,      has    two       definitions:

“obvious,”           and         “seeming           real       or       true,         but        not

necessarily               so.”                Apparent,              Oxford         Dictionary,

http://www.oxforddictionaries.com/definition/apparent                                        (last

visited Dec. 1, 2015).                  But the context of the word “apparent”

in SSR 00-4p makes plain that the Ruling intends the latter

meaning     --       that       the    ALJ    must      identify      where     the      expert’s

testimony seems to, but does not necessarily, conflict with the

Dictionary.          For the Ruling explains that “[i]f the [vocational

expert]’s        .    .     .     evidence         appears      to     conflict       with       the

[Dictionary],             the     adjudicator           will      obtain       a     reasonable

explanation          for    the       apparent      conflict.”          SSR    00-4p,       at   *4

(emphasis added).               And the title of one of the Ruling’s sections



                                                   12
addresses “Conflicts (or Apparent Conflicts),” id. at *2; that

title would be redundant if “apparent” meant “obvious.”

      We    recognize      that     this          conclusion         rejects        both        the

Commissioner’s         claim    that,        if       any     conflict          needs    to     be

identified    and      resolved,       it    is       only     obvious      conflicts,          and

Pearson’s     contention        that        all       possible       conflicts          must    be

identified and resolved. The Commissioner’s contention ignores

the   directive     in    SSR     00-4p      that       the    ALJ     address      “apparent

conflicts.”       Pearson’s view would require the ALJ to do more

than simply compare the express language of the Dictionary and

the vocational expert’s testimony, and would allow the claimant

to nitpick an ALJ’s or expert’s word choice on appeal.

      The “apparent” conflict standard falls between the parties’

proposals.        It     embraces      the        reality      that,       in    many     cases,

testimony may only appear to conflict with the Dictionary, and

the vocational expert may be able to explain that, in fact, no

conflict    exists.        However,         if    the    ALJ    does     not      elicit       this

explanation,      then      the     expert’s            testimony          cannot        provide

substantial evidence to support the ALJ’s decision.                               An expert’s

testimony that apparently conflicts with the Dictionary can only

provide     substantial        evidence          if   the     ALJ    has    received           this

explanation from the expert and determined that the explanation




                                             13
is reasonable and provides a basis for relying on the testimony

rather than the Dictionary.           See id. at *2. 4

     The policies animating the disability benefits adjudication

process also support requiring the ALJ to make an independent

identification        of    conflicts,       and    to     do   so   for     apparent

conflicts.     The Social Security Act is remedial in nature and

“unusually protective” of claimants.                 See Bowen v. City of New

York,    476   U.S.    467,    480,    486    n.14        (1986).     Adopting      the

Commissioner’s approach could result in a benefit denial based

on a vocational expert’s testimony that a claimant could fulfill

occupational requirements when, in fact, he could not fulfill

those    requirements.          We     have        long    recognized       that    the

administrative hearing process is not an adversarial one, and an

ALJ has a duty to investigate the facts and develop the record

independent    of     the   claimant     or    his    counsel.        See    Cook    v.

Heckler, 783 F.2d 1168, 1173-74 (4th Cir. 1986).                     An ALJ has not

fully developed the record if it contains an unresolved conflict

between the expert’s testimony and the Dictionary.                      Nor has the


     4  Requiring an ALJ independently to identify apparent
conflicts does not require a further hearing.        When an ALJ
identifies an apparent conflict that was not raised during a
hearing, he can request an explanation of the conflict by
submitting interrogatories to the vocational expert.        Social
Security Administration, Hearings, Appeals, and Litigation Law
Manual, ch. I-2-5 § 30(C) (2015).      If the expert provides a
sufficient explanation, the ALJ can resolve the apparent
conflict on the basis of the answer to the interrogatories.


                                         14
ALJ   fulfilled     this     duty   if     he    ignores   an    apparent   conflict

because the expert testified that no conflict existed.

      Moreover, if SSR 00-4p did not require the ALJ to make an

independent identification of conflicts, or only required the

ALJ   to   identify    and      resolve     obvious    conflicts,     the   duty    to

identify conflicts between the vocational expert testimony and

the Dictionary would fall to the claimant.                      SSR 00-4p, however,

requires nothing of the claimant.                   See Prochaska v. Barnhart,

454   F.3d   731,    735   (7th     Cir.    2006)     (“[The    claimant]   was    not

required to raise th[e conflict] at the hearing, because the

Ruling places the burden of making the necessary inquiry on the

ALJ.”).      Moreover, given that the Commissioner bears the burden

of proof at this final step, adopting the Commissioner’s view

“would amount to shifting the burden” of proof “back to the

claimant.”     Haddock, 196 F.3d at 1090.              This we will not do.



                                           IV.

      Finally, we turn to whether in this case the ALJ fulfilled

his   duty    to    make   an    independent        identification     of   apparent

conflicts.     The vocational expert testified that Pearson was not

disabled because he could perform three occupations available in

sufficient numbers in the national economy.                     For all three, the

Dictionary lists frequent reaching as a requirement.                     Dictionary

at 323.687-014, 1991 WL 672783; 211.462-010, 1991 WL 671840;

                                           15
690.685-014, 1991 WL 678500.           The Dictionary defines reaching as

“[e]xtending     hand(s)     and    arm(s)    in    any    direction.”        App.    C,

Selected Characteristics of Occupations Defined in the Revised

Dictionary of Occupational Titles C-3.                    The ALJ found Pearson’s

nondominant arm could only occasionally reach upward.

      Pearson contends that “the plain meaning of ‘reaching,’” as

defined     by   the   Dictionary,      “encompasses          overhead    reaching.”

Appellant’s      Br.   at   14.      According       to    Pearson,      because     the

Dictionary does not specify the type of reaching involved, all

of    the   listed     occupations     “may        require    bilateral       overhead

reaching.”       Id. at 17.         The Commissioner maintains that the

Dictionary only requires some form of frequent reaching, not

necessarily      frequent     bilateral      overhead        reaching,     for   these

occupations.       The Commissioner claims that, because Pearson can

frequently reach bilaterally in every direction but overhead,

and   can   frequently      reach   overhead       with    one   arm,    no   conflict

exists.

      Although the Dictionary does not expressly state that the

occupations identified by the expert require frequent bilateral

overhead     reaching,       the     Dictionary’s          broad   definition         of

“reaching” means that they certainly may require such reaching.

Comparing    the     Dictionary     definition      to    Pearson’s      limitations,

the vocational expert’s testimony that Pearson could fulfill the

requirements of these occupations apparently conflicts with the

                                        16
Dictionary.       Although     we   could      guess      what   these      occupations

require in reality, it is the purview of the ALJ to elicit an

explanation from the expert as to whether these occupations do,

in fact, require frequent bilateral overhead reaching.                          If the

explanation does not provide a reasonable basis for relying on

the    expert’s       testimony,     that            testimony       cannot     provide

substantial evidence for a denial of benefits.                       If the expert’s

explanation    is     reasonable,    the       ALJ    can    resolve    the    apparent

conflict with the Dictionary and rely on the expert’s testimony.

      Deciding that the vocational expert’s testimony apparently

conflicts with the Dictionary here does not mean that an ALJ

must find Pearson, or any other claimant with this limitation,

unable to perform these jobs.             Rather, it simply means that the

ALJ and the expert should address exactly what form of reaching

the   stated   occupations      require        and    whether    the    claimant     can

fulfill   those      requirements.        As    the    Seventh       Circuit   put   it,

“this is exactly the sort of inconsistency the ALJ should have

resolved with the expert’s help.”                    Prochaska, 454 F.3d at 736

(remanding     the    case    for   the    ALJ       to     determine    whether     the

vocational     expert’s      testimony     conflicted         with    the   Dictionary

because “the ALJ asked the expert for work that could be done by

someone who could only ‘occasionally reach above shoulder level’

while a cashier’s requirements, under the [Dictionary], include

‘reaching’ frequently”).

                                          17
       Directly addressing this conflict is important because even

if some motel cleaners, cashiers, and bench press operators need

not    frequently    reach       overhead      with   both    arms,      the    number    of

positions     in    the    national       economy       without    this        requirement

matters.      An ALJ can only find a claimant not disabled at step

five    of    the   analysis       if    the     Commissioner      proves        that    the

claimant can perform other work that “exist[s] in significant

numbers in the national economy.”                  20 C.F.R. § 404.1560(c).               So

it is not enough that some positions exist in which the worker

need    not    frequently        reach    overhead       with     both     arms.         The

vocational expert must testify to how many of these positions do

not require frequent bilateral overhead reaching.                               Likely at

least some have this requirement.                     If there are a sufficient

number of these positions that do not require frequent bilateral

overhead      reaching,     the     ALJ     can    properly       find     Pearson       not

disabled.      If too many do have this requirement, the ALJ will

necessarily     find      that    Pearson      cannot    do   work    that      exists    in

significant numbers in the national economy.



                                            V.

       For the foregoing reasons, we reverse the judgment of the

district court and remand the case with instructions to remand




                                            18
it to the Commissioner for further proceedings consistent with

this opinion.

                                         REVERSED AND REMANDED




                              19
