IN THE UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT

                         _____________________

                              No. 95-20035
                            Summary Calendar
                         _____________________


          IGALIOUS I. MILLS,

                                 Plaintiff-Appellant,

                versus

          CHARLES S. EGE, III, ET AL.,

                                 Defendants-Appellees.

_________________________________________________________________

           Appeal from the United States District Court
                for the Southern District of Texas
                           (CA H 93 2765)
_________________________________________________________________
                          August 31, 1995


Before KING, SMITH, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     Igalious Mills ("Mills"), a black male, sued his employer,

Bank One, Texas, N.A. ("Bank One"), and his supervisors, Charles

S. Ege III ("Ege") and Dennis Huffman ("Huffman") alleging racial

discrimination in violation of Title VII of the Civil Rights Act

of 1964, as well as discrimination in violation of ERISA and the


     *
      Local Rule 47.5 provides: "The publication of opinions
that have no precedential value and merely decide particular
cases on the basis of well-settled principles of law imposes
needless expense on the public and burdens on the legal
profession." Pursuant to that Rule, the court has determined
that this opinion should not be published.
Equal Pay Act.   The district court granted the defendants' motion

for summary judgment, and Mills appeals the portion of the

summary judgment relating to his Title VII claim.   We affirm.



                       I. Factual Background

     Mills worked for Bank One in Port Arthur, Texas as a Credit

and Collection Supervisor.   Bank One restructured its collection

department and centralized the department's responsibilities in

Houston, thereby eliminating Mills' position at the Port Arthur

branch office.   After the restructuring, Mills was informed of a

similar position in the Houston office as a Collection

Specialist, possibly with a higher salary; however, he rejected

the position because he was unwilling to relocate and because he

believed no firm offer had been made.    Some employees' positions

at the Port Arthur branch, including those of three white

females, were reclassified rather than eliminated in the

restructuring, meaning that their job responsibilities were

redefined to absorb additional duties.   Mills applied for other

positions at Bank One, including a loan supervisor position that

was awarded to a black female, and a branch manager position for

which he was also not selected.    Mills eventually accepted a non-

supervisory position as a Credit Investigator II, but he resigned

from Bank One in September 1992.

     In September 1993, Mills filed a complaint in the United

States District Court for the Southern District of Texas,

against Bank One, Ege and Huffman, alleging racial discrimination


                                   2
in violation of Title VII.   Mills later amended his complaint to

include claims under ERISA and the Equal Pay Act.    The district

court granted the defendants' motion for summary judgment,

disposing of Mills' Title VII, ERISA, and Equal Pay Act claims,

and entered final judgment on December 20, 1994.    Mills only

appeals the summary judgment as to his claim of racial

discrimination under Title VII; therefore, this court will not

address the ERISA and Equal Pay Act claims.    Securities Exch.

Comm'n v. Recile, 

, 1096 (5th Cir. 1993)(noting that
                                                      1
issues not raised in appellant's brief are waived).



                      II. STANDARD OF REVIEW

     We review the granting of summary judgment de novo, applying

the same criteria used by the district court in the first

instance.   Norman v. Apache Corp., 

, 1021 (5th Cir.

1994); Conkling v. Turner, 

, 1295 (5th Cir. 1994).


     1
       Bank One, Ege and Huffman urge this court to dismiss the
appeal because Mills fails to make specific references to the
record in his brief. An appeal may be dismissed for failure to
provide specific citations to the record as required by Federal
Rule of Appellate Procedure 28(a)(4) and Local Rule 28.2.3.
Moore v. F.D.I.C., 

, 107 (5th Cir. 1993). These
rules require references to the record to support statements of
fact. FED. R. APP. P. 28(a)(4),(e); 5TH CIR. R. 28.2.3. However,
the cases in which an appeal has been dismissed for an infraction
of this rule involve more egregious omissions than those
committed by appellant's attorney in his brief. See 

; Mitchel v. General Elec. Co., 689 F.2d 877(9th Cir.
1982). In these cases, the appellants' failure to reference the
record coupled with other factors prevented the appellees from
adequately responding and made it impossible for the court to
address the claims. Because the record in this case is not so
voluminous as to make our examination prohibitive, we will decide
the appeal on its merits.

                                 3
First, we consult the applicable law to ascertain the material

factual issues.    King v. Chide, 

, 656 (5th Cir.

1992).   We then review the evidence bearing on those issues,

viewing the facts and inferences to be drawn therefrom in the

light most favorable to the non-moving party.       Lemelle v.

Universal Mfg. Corp., 

, 1272 (5th Cir. 1994);

F.D.I.C. v. Dawson, 

, 1306 (5th Cir. 1993), cert.

denied, 

(1994).    Summary judgment is proper "if

the pleadings, depositions, answers to interrogatories, and

admissions on file, together with the affidavits, if any, show

that there is no genuine issue as to any material fact and that

the moving party is entitled to judgment as a matter of law."

FED. R. CIV. P. 56(c).

     Under Rule 56(c), the party moving for summary judgment

bears the initial burden of informing the district court of the

basis for its motion and identifying the portions of the record

that it believes demonstrate the absence of a genuine issue of

material fact.    Celotex Corp. v. Catrett, 

, 323

(1986); 

.       The burden is not on the movant

to produce evidence showing the absence of a genuine issue of

material fact.    See 

(stating that the

moving party need not "support its motion with affidavits or

other similar materials negating the opponent's claim").         A

defendant who moves for summary judgment may rely on the absence

of evidence to support an essential element of the plaintiff's

claim.   

                                   4
     If the moving party meets its burden, the burden shifts to

the non-moving party to establish the existence of a genuine

issue for trial.   Matsushita Elec. Indus. Co. v. Zenith Radio

Corp., 

, 587 (1986); 

.     The

burden on the non-moving party is to "do more than simply show

that there is some metaphysical doubt as to the material facts."

.



                           III. ANALYSIS

     In this appeal, Mills claims that the district court erred

in granting summary judgment because he raised a genuine issue of

fact as to whether the defendants discriminated against him on

the basis of race in violation of Title VII.   Section 703(a) of

Title VII of the Civil Rights Act of 1964 provides in relevant

part:

     It shall be an unlawful employment practice for an
     employer-- (1) to fail or refuse to hire or to
     discharge any individual, or otherwise to discriminate
     against any individual with respect to his
     compensation, terms, conditions or privileges of
     employment, because of such individual's race . . .

42 U.S.C. § 2000(e)-2(a) (1994).

     The Supreme Court has devised an evidentiary procedure for

disparate treatment claims that allocates the burden of

production and establishes an orderly presentation of proof.        St.

Mary's Honor Center v. Hicks, 

, 2749 (1993);

Bodenheimer v. PPG Indus., Inc., 

, 957 (5th Cir. 1993).

To succeed on a claim of racial discrimination, a plaintiff must

first establish by a preponderance of the evidence a prima facie

                                   5
case by demonstrating that: (1) he belongs to a protected class;

(2) he is qualified to hold the position; (3) an adverse

employment action occurred; and (4) persons outside the protected

class were treated more favorably.    McDonnell Douglas Corp. v.

Green, 

, 802 (1973); Davis v. Chevron U.S.A., Inc.,

, 1087 (5th Cir. 1994).

     If the plaintiff successfully demonstrates a prima facie

case of discrimination, a presumption arises and the burden

shifts to the defendant to produce evidence of a legitimate,

nondiscriminatory reason for the adverse employment action.

Texas Dept. of Community Affairs v. Burdine, 

, 254

(1981); Mayberry v. Vought Aircraft Co., 

, 1089 (5th

Cir. 1995).

     If the defendant succeeds in carrying its burden of

production, the presumption "drops out of the picture."    St.

Mary's Honor Center v. Hicks, 

, 2749 (1993).

"[T]he Title VII plaintiff at all times bears the `ultimate

burden of persuasion.'" 

  To prevail, the

plaintiff must show by a preponderance of the evidence not only

that the employer's proffered reason for the adverse action was

false, but also that discrimination was the real reason. See 

(5th Cir. 1993).2

     At the summary judgment stage, the issue is whether the

Title VII plaintiff has tendered factual evidence that creates a

     2
       "It is not enough . . . to disbelieve the employer; the
factfinder must believe the plaintiff's explanation of
intentional discrimination." St. 

.

                                6
genuine issue of material fact as to whether unlawful

discrimination was the employer's real reason for the adverse

employment action.   

;    Moore v. Eli

Lilly & Co., 

, 815 (5th Cir.), cert. denied, 114 S.

Ct. 467 (1993).

     The district court's opinion granting summary judgment

organized Mills' rather amorphous allegations into four claims.

Mills alleged that Bank One discriminated against him by: (1)

demoting him while white employees were retained; (2) forcing him

to relocate while not forcing white employees to do so; (3)

failing to inform him of open positions; and (4) failing to hire

him for certain positions.   The district court disposed of each

of these claims in turn.   While purporting to appeal the district

court's entire judgment with respect to his Title VII claims,

Mills only presents argument regarding Bank One's failure to hire

him for four distinct positions after his Credit and Collection

Supervisor position was eliminated.   We need not consider issues

or arguments not raised in the appellant's brief.     Pan E.

Exploration Co. v. Hufo Oils, 

, 1124 (5th Cir.

1988);   see also Cinel v. Connick, 

, 1345 (5th Cir.)

(noting that "an appellant abandons all issues not raised and

argued in its initial brief on appeal" (emphasis omitted)), cert.

denied, 

(1994);   Securities Exch. Comm'n v.

Recile, 

, 1096 (5th Cir. 1993).

     Therefore, we must only consider whether Mills raised a

genuine issue of material fact with respect to whether Bank One


                                 7
discriminated against him in failing to hire him for any of the

four positions discussed in his brief.    These four positions are:

(1) Branch Manager of the Orange, Texas branch; (2) Loan Officer

at the Sabine Pass branch; (3) Analyst One at the Port Arthur

branch; and (4) Training Officer at the Port Arthur branch.    As a

first step, Mills must have produced evidence to the trial court

supporting a prima facie case of employment discrimination--(1)

that he was a member of a protected class; (2) that he applied

for and was qualified for the position; (3) that he was not

hired; and (4) that the position remained open or was filled by

someone outside the protected class.     Davis v. Chevron U.S.A.,

Inc., 

, 1087 (5th Cir. 1994).    Mills failed to defeat

the defendants' motion for summary judgment, however, because he

offered no evidence supporting this prima facie case.    Mills'

affidavit demonstrates his membership in a protected class; but

he failed to produce evidence that he applied for these four

particular positions, that he was qualified to hold these

positions, or that these particular positions were filled by

persons outside the protected class.   Mills' affidavit contains a

statement that he "was qualified for several positions filled by

white males and females."   Although we consider the evidence in

the light most favorable to the non-moving party, a plaintiff

cannot successfully oppose a motion for summary judgment with

conclusory allegations unsupported by concrete and particular

facts.   Duffy v. Leading Edge Products, Inc., 

, 312

(5th Cir. 1995); Topalian v. Ehrman, 

(5th Cir.)


                                 8
("mere conclusory allegations are not competent summary judgment

evidence"), cert. denied, 

(1992); International

Ass'n of Machinists and Aerospace Workers, AFL-CIO, Lodge No.

2504 v. Intercontinental Mfg. Co., 

, 222 (5th Cir.

1987).   In his brief, Mills alludes to discovery responses and

deposition testimony that apparently would show that he was

qualified, that he applied for these positions, and that they

were filled by whites; however, neither the discovery responses

nor the deposition transcript were attached to his response to

the summary judgment motion, nor were the discovery responses and

deposition brought forward to this court as part of the record.

Indeed, the only portion of the deposition made part of the

record was attached to the defendant's reply to Mills' response

to their motion for summary judgment.    The defendants' included

these deposition pages to demonstrate their lack of support for

the allegations for which the deposition excerpts were cited in

Mills' response.   The responsibility of ensuring that relevant

parts of the record are brought forward on appeal rests with the

appellant.   See FED. R. APP. P. 10.    Furthermore, in reviewing a

summary judgment, we must limit our inquiry to the summary

judgment record before the trial court; the parties cannot

propose new evidence, theories or issues on appeal.     

n.10; John v. Louisiana(Bd. of Trustees for

State Colleges and Univ.), 

, 710 (5th Cir. 1985).

Because Mills failed to produce any summary judgment evidence

raising a genuine issue of material fact that the defendants


                                 9
discriminated against him on the basis of race, the district

court correctly granted summary judgment in favor of Bank One,

Ege, and Huffman.



                         IV. CONCLUSION

      For the foregoing reasons, we AFFIRM.




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