IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT

                          __________________

                            No. 97-10052
                        Conference Calendar



VERLIE LEE HENDERSON,
                                     Plaintiff-Appellant,

versus

MEDICAL DEPARTMENT, ET AL.,

                                     Defendants-Appellees.

                       ---------------------
           Appeal from the United States District Court
                for the Northern District of Texas
                     USDC No. 7:96-CV-115
                       ---------------------
                           June 16, 1998
Before DAVIS, PARKER, and DENNIS, Circuit Judges.

PER CURIAM:*

     Verlie Lee Henderson, Texas inmate #199786, seeks to proceed

in forma pauperis (IFP) in the appeal of the dismissal of his

civil rights complaint.    The district court certified pursuant to

Fed. R. App. P. 24(a) that Henderson’s appeal was not taken in

good faith.    Henderson’s motion for IFP is treated as a challenge

to the district court’s certification.    See Baugh v. Taylor, 

, 202 (5th Cir. 1997).

     Because Henderson fails to show that he will raise a

meritorious issue on appeal, his motion to proceed IFP is DENIED.

     *
        Pursuant to 5TH CIR. 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this opinion should not be published and is not precedent except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. 47.5.4.
                                 No. 97-10052
                                      -2-

See Varnado v. Lynaugh, 

, 321 (5th Cir. 1991); Howard v. King, 

, 220 (5th Cir. 1983).          Henderson’s motions to consolidate,

for the appointment of counsel, and for judicial notice are also

DENIED.    Because the appeal is frivolous, it is DISMISSED.               5th

Cir. R. 42.2.