BUNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT



                            No. 98-50982
                          Summary Calendar

                      UNITED STATES OF AMERICA,

                         Plaintiff-Appellee,

                               VERSUS

                           JAMES CHAMPION

                        Defendant-Appellant.



          Appeal from the United States District Court
                for the Western District of Texas
                           (SA-96-CR-10-3)
                           August 3, 1999
Before SMITH, BARKSDALE, and PARKER, Circuit Judges.
PER CURIAM:*
     James Champion appeals the district court's denial of his

motion to withdraw his guilty plea.     We affirm.

                 I.    BACKGROUND AND PROCEEDINGS
     On May 28, 1998, James Champion entered into a written plea
agreement with the government. Pursuant to the agreement, Champion
pleaded guilty to three counts: (1) conspiracy to defraud the
United States in violation of 18 U.S.C. § 371; (2) conspiracy to
launder money in violation of 18 U.S.C. § 1956(h); and (3) use of
interstate commerce facilities in the attempted commission of



     *
      Pursuant to 5TH CIR. R. 47.5, the Court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.

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murder for hire in violation of 18 U.S.C. § 1958.
       At a plea hearing on May 29, 1998, the district court placed
Champion under oath and questioned him as required by Fed. R.
Crim. P. 11.   Champion stated that he understood the nature of the
charges against him and the consequences of pleading guilty.
Champion also stated that he was not suffering from any mental or
physical impairments that could affect his ability to understand
the charges against him.      Champion confirmed that he had discussed
the plea agreement with his attorneys and that he fully understood
and agreed to it.       Champion stated that he understood the facts
underlying the charges and he pleaded guilty to the three counts in
the indictment.      The court found that the plea was made freely and
voluntarily and accepted Champion's guilty plea.
       On August 21, 1998, Champion moved to withdraw his plea of
guilty,   claiming    that   he   suffered   from   depression   and   sleep
deprivation, thereby making his plea involuntary as a matter of
law.    Further, Champion claimed that he was not guilty.               The
district court denied Champion's motion to withdraw his plea.             On
October 5, 1998, the court sentenced Champion to 170 months'
imprisonment and a three-year term of supervised release and
ordered him to pay a $300 fee and restitution in the amount of
$352,009.00.
       Champion appeals the district court's denial of his motion to
withdraw his plea.
                             II.    DISCUSSION
       Champion asked the district court for permission to withdraw
his guilty pleas to the three counts pursuant to Fed. R. Crim. P.
32.    The district court denied Champion’s request.        We now affirm
the district court’s decision.
       In his first point of error, Champion argues that the language
of the plea agreement gave him the absolute right to withdraw from
the plea agreement at anytime prior to sentencing.           Champion did

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not raise this issue in the district court.              Since the issue was
raised for the first time on appeal, we will only review the
district court’s actions for plain error.               See United States v.
Guerrero, 

, 870 (5th Cir. 1993).              We conclude that the
district court did not plainly err.
     In Champion’s view, the language of the plea agreement stating
“should this plea agreement be withdrawn by defendant” created an
absolute right to withdrawal. Taken in context, however, the
passage allows     the   government   to    use   any    statements    made    by
Champion to impeach him if he successfully withdrew his plea
agreement.      The passage was not intended to create an absolute
right to withdraw his plea.       It is well-settled that there is no
absolute right to withdraw a guilty plea.               See United States v.
Badger, 

, 103 (5th Cir. 1991).
     In his second point of error, Champion contends that the
district court erred in denying his motion to withdraw his guilty
plea on the ground that his plea was not knowing and voluntary.
The district court may grant a motion to withdraw a guilty plea
before a defendant is sentenced if the defendant shows “any fair
and just reason.”     Fed. R. Crim. P. 32(e).           The denial of a rule
32(e) motion is reviewed for abuse of discretion.                 See United
States v. Grant, 

, 789 (5th Cir. 1997).              We conclude
the district court did not abuse its discretion.
     In reviewing the denial of a motion to withdraw a guilty plea
under rule 32(e), this Court considers seven relevant factors: (1)
whether   the    defendant   asserted      his    innocence;     (2)   whether
withdrawal   would    prejudice   the      government;     (3)   whether      the
defendant delayed in filing the withdrawal motion; (4) whether
withdrawal would substantially inconvenience the court; (5) whether
close assistance of counsel was available; (6) whether the plea was
knowing and voluntary; and (7) whether withdrawal would waste
judicial resources.      See United States v. Brewster, 

,

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857 (5th Cir. 1998).     The court makes its determination based on
the totality of the circumstances.          See 

      No single
factor or combination of factors mandates a particular result. See

.        The burden of establishing a fair and
just reason for withdrawing a guilty plea rests with the defendant.
See United States v. Still, 

, 124 (5th Cir. 1996).
       After reviewing the record, we conclude that Champion has
failed to meet his burden of establishing a fair and just reason
for withdrawing his guilty plea.          The court questioned Champion
extensively    to   determine   whether    his   plea    was   knowing   and
voluntary, and that he understood the consequences of pleading
guilty.    The court asked Champion whether he suffered from any
mental or physical impairments and Champion replied that he did
not.    The court asked Champion whether he was satisfied with the
representation of his attorneys and Champion replied that he was.
The court further asked Champion whether he was pleading guilty
because he was in fact guilty of the crimes set out in the counts.
Champion said that he was.      Finally, when the court asked Champion
how he pleaded to the counts, he stated “guilty.”              Approximately
three months after his guilty plea, Champion moved to withdraw his
plea on the ground that his was not guilty.             Champion’s belated
claim of innocence is insufficient to overturn the denial of
withdrawal motion.     See 

.
       Because Champion entered his plea knowingly and voluntarily
and because he has failed to supply a fair and just reason for
withdrawing the plea, the district court's denial of his motion to
withdraw his plea was not an abuse of discretion.
                           III.    CONCLUSION
       Based on the foregoing, the district court’s decision to deny
Champion’s motion to withdraw his guilty plea is AFFIRMED.




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