IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 99-20978
                        Conference Calendar



STEVEN E. DANIEL,

                                         Plaintiff-Appellant,


versus

JOHN E. SCHEINER; DALE A. WATKINS;
TRACY D. PUCKETT; JOHN C. POGUE; RANDY HEALY;
DERICK VAN BUREN; MELISSA FRANKS; ROD K. MCCOY;
MICHAEL BUTCHER; MARK BISCAMP; KIMBERLY A.
SAUNDERS; PATSY PIPKIN,


                                         Defendants-Appellees.

                       - - - - - - - - - -
          Appeal from the United States District Court
               for the Southern District of Texas
                      USDC No. H-99-CV-1601
                       - - - - - - - - - -

                         December 16, 1999

Before JOLLY, HIGGINBOTHAM, and BARKSDALE, Circuit Judges.

PER CURIAM:*

     Plaintiff-Appellant Steven E. Daniel, Texas prisoner

#450142, seeks leave to proceed in forma pauperis (IFP),

following the district court’s certification that his appeal

from the dismissal of his civil-rights complaint was taken in

     *
        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that this opinion should not be published and is not precedent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. 99-20978
                                - 2 -

bad faith.



     Daniel’s motion for appointment of counsel is DENIED.

     Daniel cannot show that the district court abused its

discretion when it dismissed his complaint, without prejudice,

for failure to comply with court orders.     See    Fed. R. Civ. P.

41(b); Larson v. Scott, 

, 1032 (5th Cir. 1998).

     Daniel’s appeal is without arguable merit and is frivolous.

Howard v. King, 

, 219-20 (5th Cir. 1983).

Accordingly, Daniel’s IFP motion is DENIED and the appeal is

DISMISSED.   5TH CIR. R. 42.2.   Our dismissal of this appeal counts

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

We caution Daniel that once he accumulates three strikes, he may

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

incarcerated or detained in any facility unless he is under

imminent danger of serious physical injury.        See 28 U.S.C.

§ 1915(g).

     IFP DENIED; APPEAL DISMISSED; SANCTION WARNING ISSUED.




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