                            UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT



                            No. 96-2145



D. JOHNSON WILLIS; TAIMAK D. WILLIS, minor,

                                          Plaintiffs - Appellants,

          versus

COUNTY OF LENOIR, NORTH CAROLINA; GEORGE W.
GRAHAM, JR., individually and as Chairman of
Lenoir County Commissioners; DEE SMITH, indi-
vidually and as member of County Commission-
ers; ANNETTE T. WEST, individually and as
member of County Commissioners; REMUS STANLEY,
JR., individually and as member of County
Commissioners; ELMER SMITH, individually and
as member of County Commissioners; OSCAR
HERRING, individually and as member of County
Commissioners; MARQUERITE WHITFIELD, individu-
ally and as member of County Commissioners;
BOB SNAPP, individually and as County Manager;
LENOIR COUNTY SHERIFF DEPARTMENT, and its
entity; W. E. SMITH, a/k/a Billy Smith,
individually and as County Sheriff; A. T.
WILLIAMS, individually and as Deputy Sheriff;
C. D. CAHOON, individually and as Deputy
Sheriff, STATE OF NORTH CAROLINA; JAMES B.
HUNT, JR., as Chief Executive Officer and
Governor of the State of North Carolina;
ADMINISTRATIVE OFFICE OF THE COURTS, and its
entities; JIM DRENNON, individually and as
Director; JAMES LLEWELLYN, individually and as
Superior Court Judge; PATRICK EXUM, individ-
ually and as District Court Judge; CLAUDE
DAVIS, individually and as Clerk of Superior
Court; ETHRO HILL, individually and as Magis-
trate; NORTH CAROLINA DEPARTMENT OF TRANSPOR-
TATION; GARLAND B. GARRETT, individually and
as Secretary of Department of Transportation;
LARRY GOODE, individually and as Administra-
tor; THE HIGHWAY ADMINISTRATION; UNITED STATES
OF AMERICA; WILLIAM J. CLINTON, as Chief
Executive Officer and President of the United
States; UNITED STATES DEPARTMENT OF TRANSPOR-
TATION; FREDERICO PENA, individually and as
Secretary of the Federal Department of Trans-
portation; RODNEY SLATER, individually and as
Administrator; THE HIGHWAY ADMINISTRATION,
their successors and agents,

                                          Defendants - Appellees.



Appeal from the United States District Court for the Eastern Dis-
trict of North Carolina, at Raleigh. Terrence W. Boyle, District
Judge. (CA-96-45-4-BO)


Submitted:   February 25, 1997          Decided:   August 13, 1997


Before NIEMEYER and MICHAEL, Circuit Judges, and BUTZNER, Senior
Circuit Judge.


Affirmed as modified by unpublished per curiam opinion.


D. Johnson Willis, Appellant Pro Se. G. Christopher Olson, WOMBLE,
CARLYLE, SANDRIDGE & RICE, Raleigh, North Carolina; Robert Orr
Crawford, III, NORTH CAROLINA DEPARTMENT OF JUSTICE, Raleigh, North
Carolina; Thomas Giles Meacham, Jr., OFFICE OF THE ATTORNEY GENERAL
OF NORTH CAROLINA, Raleigh, North Carolina, for Appellees.

Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).




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PER CURIAM:

     Appellants appeal the district court's order dismissing their

civil rights action under Fed. R. Civ. P. 12(b)(1) & (6). We have

reviewed the record and the district court's opinion and find no

reversible error. Willis v. County of Lenoir, No. CA-96-45-4-BO
(E.D.N.C. July 26, 1996). However, we modify the order to reflect

dismissal pursuant only to Fed. R. Civ. P. 12(b)(6). See Fed. R.

Civ. P. 4(m). We deny Willis's motions to amend the notice of

appeal and to remand the case, and grant Willis's motion to proceed

on appeal in forma pauperis. We dispense with oral argument because
the facts and legal contentions are adequately presented in the ma-

terials before the court and argument would not aid the decisional

process.




                                              AFFIRMED AS MODIFIED




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