United States Court of Appeals
                              FOR THE EIGHTH CIRCUIT
                                     ___________

                                     No. 96-2086
                                     ___________

Kevin Allen Walker,                       *
                                          *
      Plaintiff - Appellant,              *
                                          * Appeal from the United States
      v.                                  * District Court for the
                                          * District of Minnesota.
United States of America,                 *
                                          *
      Defendant - Appellee.               *
                                     ___________

                      Submitted:     February 13, 1997

                          Filed:     June 6, 1997
                                     ___________

Before MAGILL, BEAM, and LOKEN, Circuit Judges.
                               ___________


LOKEN, Circuit Judge.


      In 1989 Kevin Walker pleaded guilty to violating 18 U.S.C. § 924(c)
by   using   and   carrying   a   firearm    during    and    in   relation   to   a   drug
trafficking crime.     In the wake of Bailey v. United States, 

(1995), Walker filed this 28 U.S.C. § 2255 motion to vacate his § 924(c)
conviction.   The district court1 denied the motion, Walker appeals, and we
affirm.


      In November 1988, police arrested Andre Billups as he delivered eight
ounces of cocaine to an undercover agent.             Billups agreed to cooperate in
the on-going drug investigation.            Later that       day, he called Walker to
arrange another transaction, and the two




      1
      The HONORABLE JAMES M. ROSENBAUM, United States District
Judge for the District of Minnesota.
agreed to meet outside the American Legion Post in St. Paul.     Walker said
he would be driving a cream-colored van.    Police arrested Walker and his
passenger, Felicia Gude, when they arrived at the American Legion.    In the
van, police found ten ounces of cocaine plus the keys and an insurance slip
to a blue Mercedes auto then parked outside Ms. Gude’s home.    In the trunk
of the Mercedes, police later found one kilogram of cocaine and three nine-
millimeter firearms.


     Walker was indicted on two drug trafficking counts and one count of
using and carrying the firearms during and in relation to a drug offense.
After the district court denied Walker’s motion to suppress evidence found
in the Mercedes, Walker pleaded guilty to all three counts, reserving the
right to appeal the suppression issue.     At his change of plea hearing,
Walker admitted that he violated § 924(c), specifically acknowledging that
he was guilty of “carrying” the firearms in the trunk of his Mercedes.
Walker received a lengthy sentence on the drug counts plus a consecutive
sixty-month sentence on the § 924(c) count.    We vacated the fine portion
of his sentence and affirmed.   United States v. Walker, 

(8th
Cir. 1990).


     After the Supreme Court decided Bailey, Walker moved to vacate his
§ 924(c) conviction, arguing that the “record of his plea” demonstrates
that he merely stored firearms and drugs in the trunk of the Mercedes, and
therefore he cannot be guilty of violating § 924(c) as construed in Bailey.
Like the district court, we reject this collateral attack on Walker’s
guilty plea.
     1.   The general rule is that a valid guilty plea waives all non-
jurisdictional defects.   Stated differently, a valid guilty plea forecloses
an attack on a conviction unless “on the face of the record the court had
no power to enter the conviction or impose the sentence.”      United States
v. Vaughan, 

, 1188 (8th




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Cir. 1994), quoting United States v. Broce, 

, 569 (1989).   This
is a restrictive doctrine, and properly so.       “The plea of guilty is a
solemn act not to be disregarded because of belated misgivings about [its]
wisdom.   When a defendant has entered a knowing and voluntary plea of
guilty at a hearing at which he acknowledged committing the crime, the
occasion for setting aside a guilty plea should seldom arise.”       United
States v. Morrison, 

, 268 (8th Cir. 1992) (citations and
quotations omitted).


     In Bailey, the Supreme Court held that “use” of a firearm      under §
924(c) means actively brandishing the weapon, not merely storing the weapon
with a stash of drugs or cash.   Walker argues that transporting guns in the
trunk of his car may not constitute either “using” or “carrying” for
purposes of § 924(c) after Bailey.        But the question whether firearms
transported in a vehicle are being used or carried, or are merely being
stored, is fact-specific.2   It is precisely the type of issue that was
waived by Walker’s guilty plea, a plea supported by his express admission
at the change-of-plea hearing that he in fact used and carried the firearms
during and in connection with his drug trafficking crimes.   As the Supreme
Court said in McMann v. Richardson, 

, 774 (1970):
     It is no denigration of the right to trial to hold that when
     the defendant waives his state court remedies and admits his
     guilt, he does so under the law then existing . . . . Although
     he might have pleaded differently had later decided cases then
     been the law, he is bound by his plea and his conviction unless
     he can allege and prove serious derelictions on the part of
     counsel sufficient to




     2
      Compare United States v. Mitchell, 

,            653   (4th
Cir. 1997); United States v. Molina, 

, 930-31        (7th   Cir.
1996); United States v. Riascos-Suarez, 

, 623         (6th   Cir.
1996); United States v. Freisinger, 

, 387-88         (8th   Cir.
1991).

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      show that his plea         was   not,      after   all,   a   knowing   and
      intelligent act.

See also 

; United States v. Timmreck, 

, 784 (1979); Brady v. United States, 

, 756-57 (1970); cf.
North Carolina v. Alford, 

, 37-38 (1970); Hill v. United States,

, 429 (1962).


      By voluntarily pleading guilty, Walker waived the right to litigate
the factual boundaries of the terms “use” and “carry,” and the government,
relying upon that waiver, only placed in the record sufficient information
to   provide   a   factual   basis   for   the   plea.     It   would    undermine   the
administration of justice if Walker could retract that waiver years later,
when the government’s ability to prove its case is compromised by the
passage of time.      Thus, although Bailey changed the law of this circuit
regarding § 924(c) “use” violations, Bailey does not provide a basis for
§ 2255 relief to one whose guilty plea led to a § 924(c) conviction, unless
that guilty plea was invalid.


      2.   There remains a related issue that Walker did not raise on appeal
-- the possible impact of Bailey on the validity of his guilty plea.                  To
be valid, a guilty plea must be knowing and voluntary.                  See McCarthy v.
United States, 

(1969).         Before entering judgment on a guilty
plea, the district court makes “such inquiry as shall satisfy it that there
is a factual basis for the plea,” Fed. R. Crim. P. 11(f), and at any time
before sentencing the court “may permit the plea to be withdrawn if the
defendant shows any fair and just reason,” Rule 32(e).                  Thus, even if a
§ 924(c) charge has proceeded to sentencing based upon a plea of guilty
entered prior to Bailey, it may be appropriate to give defendant an
opportunity to withdraw that plea if Bailey casts sufficient doubt on the
plea’s factual basis, or on whether it was knowingly entered.




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     However, Walker is proceeding by a § 2255 motion, a collateral attack
on his guilty plea.     The issue of the plea’s validity is procedurally
defaulted, and therefore Walker must show cause and prejudice to excuse his
procedural default.    See United States v. Frady, 

(1982);
Bousley v. Brooks, 

, 287 (8th Cir. 1996).        Because Walker
pleaded guilty to both using and carrying the firearms in violation of
§ 924(c), to establish prejudice he must show that his plea was invalid as
to both the “use” and “carry” prongs of that statute.      See Williams v.
United States, 

, 1055 (8th Cir. 1996), cert. denied, 

(1997).   But as we have noted, Bailey did nothing to undermine a plea
that Walker “carried” the firearms in violation of § 924(c).      See United
States v. Willis, 

, 1378 (8th Cir.), cert. denied, 

(1996).    If there was an adequate factual basis for that plea when
entered, Bailey provides no reason to disturb it.     Thus, even if Bailey
might permit collateral attack of a plea that was limited to “use” of a
firearm in violation of § 924(c) -- an issue we do not consider -- any
challenge to the validity of Walker’s § 924(c) guilty plea is procedurally
barred.


     The order of the district court is affirmed.


     A true copy.


           Attest:


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




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