United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                   ___________

                                   No. 07-3591
                                   ___________

Michael Dean Woods,                    *
                                       *
            Appellant,                 *
                                       *
      v.                               * Appeal from the United States
                                       * District Court for the
Randy Oldenburger, Lieutenant at ASP; * Northern District of Iowa.
Jake Noonan, Security Director at ASP; *
John Ault, Warden,                     * [UNPUBLISHED]
                                       *
            Appellees,                 *

                                   ___________

                             Submitted: January 4, 2009
                                Filed: January 23, 2009
                                 ___________

Before MELLOY, COLLOTON, and SHEPHERD, Circuit Judges.
                          ___________

PER CURIAM.

       Michael Dean Woods appeals the district court’s1 adverse grant of summary
judgment in his 42 U.S.C. § 1983 action against three employees of the Iowa prison
system. After careful de novo review, see Johnson v. Blaukat, 

, 1112
(8th Cir. 2006), we conclude that dismissal was proper because defendants established


      1
        Linda R. Reade, Chief Judge, United States District Court for the Northern
District of Iowa.
that Woods failed to exhaust his administrative remedies as required under 42 U.S.C.
§ 1997e(a). Accordingly, we affirm, see 8th Cir. R. 47B, but modify the dismissal to
clarify that it is without prejudice, see Calico Trailer Mfg. Co. v. Ins. Co. of N. Am.,

, 978 (8th Cir. 1998) (affirming dismissal for failure to exhaust
administrative remedies, but modifying to be without prejudice). We also deny
Woods’s motion for the appointment of counsel.
                          ______________________________




                                          -2-