[NOT FOR PUBLICATION]



                            UNITED STATES COURT OF APPEALS

                                FOR THE FIRST CIRCUIT

                                 ____________________





        No. 97-1968





                                   LLOYD MATTHEWS,



                                Plaintiff, Appellant,



                                          v.



                                 PAUL RAKIEY, ET AL.,



                                Defendants, Appellees.



                                 ____________________





                     APPEAL FROM THE UNITED STATES DISTRICT COURT



                          FOR THE DISTRICT OF MASSACHUSETTS



                     [Hon. William G. Young, U.S. District Judge]
                                             ___________________



                                 ____________________



                                        Before



                                 Selya, Circuit Judge,
                                        _____________

                              Cyr, Senior Circuit Judge,
                                   ____________________

                              and Boudin, Circuit Judge.
                                          _____________



                                 ____________________



            Katharine F. Zupan and  Robins, Kaplan, Miller & Ciresi L.L.P.  on
            __________________      ______________________________________

        brief for appellant.

            Nancy Ankers White, Special Assistant  Attorney General, and  Joel
            __________________                                            ____

        J. Berner, Counsel, Department of Correction, on brief for appellees.
        _________





                                 ____________________



                                   December 9, 1997

                                 ____________________



          





























                 Per Curiam.    Upon careful  review  of the  briefs  and
                 __________



            record, we conclude that the district court did not abuse its



            discretion in  denying plaintiff's  1993 or  1995 motions  to



            amend his complaint.  Even  in light of plaintiff's prior pro



            se  status and his various letters  and motions in 1990-1991,



            we cannot say  that the district court was  required in 1990-



            1991  to offer plaintiff  any additional advice  or to create



            any  additional  opportunity  for   plaintiff  to  amend  his



            complaint. 



                 Affirmed.  See 1st Cir. Loc. R. 27.1.
                 ________   ___



































































                                         -2-