United States Court of Appeals
                                                                       Fifth Circuit
                                                                    F I L E D
                IN THE UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT                         May 17, 2006

                                                                Charles R. Fulbruge III
                                                                        Clerk
                               No. 05-50665
                             Summary Calendar



SHIRLEY ANN CHARLES,

                                         Plaintiff-Appellant,

versus

K. WOODY, Captain; S. HENSEN, Major; B. RUCKER, Warden; KELLIE
WARD, Step 2 Grievance Coordinator,

                                         Defendants-Appellees.

                         --------------------
            Appeal from the United States District Court
                  for the Western District of Texas
                        USDC No. 6:04-CV-286
                         --------------------

Before SMITH, GARZA, and PRADO, Circuit Judges.

PER CURIAM:*

     Shirley Ann Charles, Texas prisoner # 692618, appeals the

district court’s dismissal of her 42 U.S.C. § 1983 action for

failure to state a claim.       See 28 U.S.C. § 1915A.       Charles also

appeals the denial of her Federal Rule of Civil Procedure 59(e)

motion, as well as the denial of her motion under Federal Rule of

Civil Procedure 60(b)(6). Charles’s motion to supplement her

brief is GRANTED.




     *
        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opinion should not be published and is not precedent except under the limited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. 05-50665
                                 -2-

     Charles was convicted of attempted extortion in a prison

disciplinary proceeding based on a letter in which Charles stated

that she needed financial assistance and had not received

financial assistance in some time.   As a result of the

conviction, prison officials placed Charles on commissary

restriction for 45 days and changed her custodial classification.

     Charles argues that the Texas Department of Criminal Justice

(“TDCJ”), in Administrative Directive 3.51, created a liberty

interest protected by the due process clause by prescribing rules

and procedures to be used in the prison context to reduce

incidents of extortion.    Charles has not shown that the change in

her custodial classification is the type of “atypical and

significant hardship” which would give rise to a protected

liberty interest requiring any particular procedures.     See Sandin

v. Conner, 

, 484 (1995).     Charles’s commissary

restrictions do not implicate due process concerns.     See Madison

v. Parker, 

, 767-68 (5th Cir. 1997).    Charles has

failed to state a claim under the Due Process Clause.     See

.   To the extent that Charles’s contention

that Administrative Directive 3.51 created a liberty interest,

which was the argument set forth in her Rule 60(b)(6) motion, can

be construed as a challenge to the denial of that motion, Charles

has failed to failed to show that the denial of her Rule 60(b)(6)

motion was an abuse of discretion.     See Edwards v. City of

Houston, 

, 995 (5th Cir. 1996).
                           No. 05-50665
                                -3-

     Charles asserts that prison officials retaliated against her

by filing a disciplinary charge and convicting her for engaging

in constitutionally-protected speech.     Because Charles has not

provided direct evidence of motivation, nor alleged a chronology

of events from which retaliation may plausibly be inferred, she

has failed to state a claim.   See Tighe v. Wall, 

, 42

(5th Cir. 1996).

     Charles asserts that prisons may not punish inmates for

statements made in letters to outside persons that do not

implicate governmental interests.   “A prison inmate is entitled

to his First Amendment right to freedom of expression so long as

it is not inconsistent with his status as a prisoner and does not

adversely affect a legitimate state interest.”     Jackson v. Cain,

, 1248 (5th Cir. 1989).    Legitimate penological

interests include security, order, and rehabilitation.     Adams v.

Gunnell, 

, 367 (5th Cir. 1984).     As documents

attached to her complaint show, Charles exaggerated her financial

need in her letter.   We accord the widest possible deference in

the application of policies designed to maintain prison security

and preserve internal order, see McCord v. Maggio, 

,

1250-51 (5th Cir. 1990), and we are confident that the objective

of rehabilitation likewise is served by discouraging

misrepresentations regarding financial need.     Charles has not

shown that the district court erred in dismissing her complaint
                           No. 05-50665
                                -4-

for failure to state a claim upon which relief can be granted.

See Harris v. Hegmann, 

, 156 (5th Cir. 1999).

     Charles contends that the district court erred in denying

her Federal Rule of Civil Procedure 59(e) motion, in which she

brought to the district court’s attention the provisions of TDCJ

Administrative Directive 3.51.    She contends that there is no

evidence to support her conviction under such provisions.

Charles indicated, however, that TDCJ Administrative Directive

3.51 became effective after her disciplinary conviction.       Charles

has not shown that the district court erred in denying her Rule

59(e) motion.   See Fletcher v. Apfel, 

, 512 (5th Cir.

2000).   Because Charles has failed to show error, the judgment of

the district court is AFFIRMED.

     The district court’s dismissal of the complaint counts as a

“strike” under 28 U.S.C. § 1915(g).    See Adepegba v. Hammons, 

, 387-88 (5th Cir. 1996).    Charles is CAUTIONED that if

she accumulates three “strikes,” she will not be able to proceed

in forma pauperis in any civil action or appeal filed while she

is incarcerated or detained in any facility unless she is under

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

§ 1915(g).

     AFFIRMED; MOTION GRANTED; SANCTION WARNING ISSUED.