                 IN THE UNITED STATES COURT OF APPEALS

                            FOR THE FIFTH CIRCUIT

                         _______________________

                                 No. 97-50247

                        ________________________


TEXAS INDEPENDENT PARTY, MARTHA BYRAM, LINDA CURTIS, JULIUS DREW,
     SR., ROBERT EARL DUBOSE III, GILBERTO (“GIL”) GAMEZ, KEN
 HENDERSON, DAVID JONES, JACQUELYN MITCHELL, TERRY MOSER, STEVE
                            ROSSIGNOL,

                                                      Plaintiffs-Appellants,


                                    versus

 RONALD KIRK, in His Official Capacity as Secretary of State of
                       the State of Texas,

                                              Defendant-Appellee.
_________________________________________________________________

        Appeal from the United States District Court for
                  the Western District of Texas
                           (A-94-CV-175)
_________________________________________________________________
                         January 13, 1998
Before DAVIS, JONES, and DENNIS, Circuit Judges.

PER CURIAM:1

           Following this court’s opinion in Texas Independent Party

v. Kirk, 84 F.3d 178 (5th Cir. 1996), the Texas Independent Party,

eight candidates who sought nomination for public office in the

general   election     of     November   8,   1994,    and   two   independent

candidates     for   public    office    in   that    election   (collectively

“appellants”) filed a motion in district court for an award of

attorneys’ fees pursuant to 42 U.S.C. § 1988, seeking $26,925 in

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      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this opinion should not be published and is not precedent except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.
attorneys’ fees and $1,468 in expenses.            The district court denied

the motion, and this appeal followed.            Finding the district court

improperly denied the appellants’ motion, we reverse and remand for

further proceedings.

          On March 10, 1994, appellants filed a claim against the

Texas Secretary of State, alleging that various provisions of the

Texas election laws, which prescribe deadlines and imposed voter

registration     number   requirements      on    nominating   petitions    for

independent    candidates    were    unconstitutional.         The   appellants

sought injunctive relief, declaratory relief, and attorneys’ fees

and costs.

          Finding no relief in the district court, the appellants

appealed the judgment to this court.               This court affirmed the

judgment as it related to the challenged filing deadlines, but

reversed that portion of the district court’s opinion which upheld

the state law requiring that voter registration numbers be included

on independent candidate petitions.              See Texas Indep. Party, 84

F.3d at 187.

          On remand the appellants moved for attorneys’ fees and

expenses under 42 U.S.C. § 1988, which provides that a prevailing

party may collect reasonable attorneys’ fees as part of the costs.

The   district    court     denied    the   motion,     characterizing     the

appellants’ appeal as a “limited success,” which represented “only

a tiny fraction of the relief sought,” and which did not afford the

appellants prevailing party status under § 1988.

          We review the district court’s denial of attorneys’ fees


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for abuse of discretion, see Cooper v. Pentecost, 77 F.3d 829, 831

(5th Cir. 1996), but “the discretion afforded district courts to

deny attorneys’ fees to prevailing plaintiffs under § 1988 is

exceedingly narrow,”         Ellwest Stereo Theatre, Inc. v. Jackson, 653

F.2d    954,    955   (5th   Cir.   Unit       B    Aug.   1981).     “Congress    has

instructed the courts to award attorneys’ fees as an incentive for

parties who prevail in protecting important constitutional rights

. . . .”       Riddell v. National Democratic Party, 624 F.2d 539, 546

(5th Cir. 1980).       As a result, a prevailing party is entitled to an

award    for     attorneys’     fees   under           §   1988     “unless   special

circumstances would render such an award unjust.”                       Kirchberg v.

Feenstra, 708 F.2d 991, 998 (5th Cir. 1983).                 This has come to mean

that “absent special circumstances, a prevailing plaintiff should

be awarded section 1988 fees as a matter of course.”                              Id.

Consequently, we must determine (1) if the appellants were the

prevailing party for the purposes of awarding attorneys’ fees and

(2) whether special circumstances exists which would render an

award of attorneys’ fees unjust.                   See Robinson v. Kimbrough, 652

F.2d 458, 464 (5th Cir. Aug. 1981).

               “‘The touchstone of the prevailing party inquiry must be

the material alteration of the legal relationship between the

parties.’”      Farrar v. Hobby, 506 U.S. 103, 111, 113 S. Ct. 566, 573

(1992) (quoting Texas State Teachers Assn. v. Garland Indep. Sch.

Dist., 489 U.S. 782, 792-93, 109 S. Ct. 1486, 1493 (1989)).                       This

court has held that a party prevails “if the relief obtained,

through judgment or settlement, materially alters the defendants’


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behavior in a way directly benefiting the plaintiff.”                   Watkins v.

Fordice, 7 F.3d 453, 456 (5th Cir. 1993).

          Following their appeal to this court, the appellants were

clearly the prevailing party in one aspect of this case.                        The

appellants   challenged       the   district    court’s    decision      upholding

Texas’s   prescribed        deadlines    and    voter     registration      number

requirement. This court affirmed the judgment as it related to the

challenged deadlines, but reversed that portion of the district

court’s opinion which upheld the state law requiring that voter

registration      numbers     be    included     on     independent      candidate

petitions.   See Texas Indep. Party, 84 F.3d at 187.                As a result,

the appellants have succeeded in obtaining at least part of the

relief they sought.          Moreover, our opinion altered the legal

relationship between the parties in that the defendant must now

modify its behavior in a way that directly benefits the appellants

in all future elections in the state of Texas.                   See Farrar, 506

U.S. at 111-12, 113 S. Ct. at 573.

          The     district     court’s       order    articulated      no   special

circumstances for denying the appellants’ motion for attorneys’

fees and costs.      Even though the issue on which the appellants

prevailed in this case comprised only two pages of a twenty-page

motion for summary judgment and may or may not have required the

appellants   to    present    novel     or   complex    issues    of    law,   “the

prevailing party inquiry does not turn on the magnitude of the

relief obtained.”     Id. at 114, 113 S. Ct. at 574.          Once “litigation

materially alters the legal relationship between the parties, ‘the


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degree     of   the    [appellants’]   overall     success     goes     to   the

reasonableness’” of the fee award.         Id., 113 S. Ct. at 574 (quoting

Garland, 489 U.S. at 793, 109 S. Ct. at 1494).              Furthermore, our

review of the record reveals no special circumstances that would

render an award of attorneys’ fees unjust.              See Riddell, 624 F.2d

at   543   (“Section    1988   requires    a   strong    showing   of   special

circumstances to justify denying an award of attorneys’ fees and

costs to the prevailing party . . . .”).

            Thus, the district court’s order is insufficient to

justify a total denial of an award of attorneys’ fees and costs to

the appellants, although the amount will be affected by the limited

extent of appellants’ victory.         We REVERSE the district court and

REMAND for further proceedings in accord with this opinion.                   An

award should include an allowance for fees and costs incurred in

contesting the district court’s order in this appeal.




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