IN THE UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT


                              No. 00-41400
                          Conference Calendar


HERMAN PALMER,

                                           Plaintiff-Appellant,

versus

TEXAS DEPARTMENT OF CRIMINAL
JUSTICE-INSTITUTIONAL DIVISION
COMPANY DEPARTMENTS,

                                           Defendant-Appellee.

                       --------------------
          Appeal from the United States District Court
                for the Eastern District of Texas
                       USDC No. 9:00-CV-244
                       --------------------
                         October 25, 2001

Before WIENER, BENAVIDES, and DENNIS, Circuit Judges.

PER CURIAM:*

     Herman Palmer, Texas prisoner number 537392, appeals the

district court’s dismissal without prejudice of his 42 U.S.C.

§ 1983 complaint for lack of exhaustion.    Despite ample

opportunity to do so, Palmer has not shown that the district

court erred in dismissing his complaint.        See Powe v. Ennis, 

, 394 (5th Cir. 1999); Wendell v. Asher, 

,

890-91 (5th Cir. 1998); Cooper v. Brookshire, 

, 380

(5th Cir. 1995).



     *
        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that this opinion should not be published and is not precedent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. 00-41400
                                -2-

     Palmer’s appeal is without arguable merit and is thus

frivolous.   Howard v. King, 

, 220 (5th Cir. 1983).

Because this appeal lacks merit, it is DISMISSED.     See 5th Cir.

R. 42.2.

     This dismissal of Palmer’s appeal as frivolous counts as a

“strike” for the purposes of 28 U.S.C. § 1915(g).     See Adepegba

v. Hammons, 

, 387 (5th Cir. 1996).   We note that

Palmer has at least one other “strike” against him.     See Palmer

v. Jones, No. 00-40371 (5th Cir., Dec. 14, 2000).   Palmer is

warned that if he accumulates three “strikes” pursuant to 28

U.S.C. § 1915(g), he may not be able to 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 § 1915(g).

APPEAL DISMISSED; SANCTIONS WARNING ISSUED.