United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT

                                  ___________

                                  No. 96-3797
                                  ___________

United States of America,              *
                                       *
              Appellee,                *
                                       * Appeal from the United States
     v.                                * District Court for the
                                       * Southern District of Iowa
Kathleen Monica Starnes,               *
                                       *      [UNPUBLISHED]
              Appellant.               *
                                  ___________

                     Submitted: April 3, 1997

                           Filed: May 1, 1997
                                   ___________

Before McMILLIAN, FAGG, and LOKEN, Circuit Judges.
                               ___________


PER CURIAM.


     Kathleen Starnes appeals from the final judgment entered in the
District Court1 for the Southern District of Iowa following her guilty plea
to conspiring to commit mail fraud, in violation of 18 U.S.C. § 371.     The
district court sentenced Starnes to 25 months imprisonment.        For the
reasons discussed below, we affirm the judgment of the district court.


     We reject Starnes's contention that the district court clearly erred
in imposing a four-level aggravating-role enhancement for




     1
      The Honorable R.E. Longstaff, United States District Judge
for the Southern District of Iowa.
being an organizer of an extensive fraudulent scheme.             See   U.S.S.G. §
3B1.1(a) (1995) (court must increase      defendant's offense level if she was
organizer or leader of criminal activity that involved five or more
participants or was otherwise extensive); United States v. Scott, 

, 1063 (8th Cir. 1996) (standard of review).         Starnes was president of
a company for which investments were obtained fraudulently; she recruited
others to seek out investors; she made misrepresentations and caused others
to make misrepresentations knowingly and with the intent to defraud
investors; she participated in the scheme both directly and indirectly; and
investors lost more than $750,000.


       As to Starnes's contention that enhancements for both role in the
offense and more than minimal planning constituted impermissible double
counting, this argument is foreclosed by United States v. Willis, 

,   418-19   (8th   Cir.   1993),   cert.   denied,   

  (1994).
Accordingly, we affirm.


       A true copy.

            Attest:

                  CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




                                        -2-