UNITED STATES COURT OF APPEALS
                            FOR THE FIFTH CIRCUIT
                             ____________________

                                 No. 99-10548
                               Summary Calendar
                             ____________________

                             DEEN T. WILLIAMSON,

                                                          Plaintiff-Appellant,
                                     versus

                     DALLAS INDEPENDENT SCHOOL DISTRICT,

                                                          Defendant-Appellee.

_________________________________________________________________

           Appeal from the United States District Court
                for the Northern District of Texas
                         (3:96-CV-2760-T)
_________________________________________________________________
                          January 27, 2000

Before SMITH, BARKSDALE, and PARKER, Circuit Judges.

PER CURIAM:*

      Deen T. Williamson, pro se, appeals the summary judgment

granted the Dallas Independent School District (DISD) on her Title

VII   race     discrimination       and   retaliation     claims,   including

contending that the court abused its discretion by ruling without

allowing her further discovery.           (Her pending motions are DENIED.)

      Williamson,       a   white   teacher    in    a   predominantly   black

elementary school, was terminated for making inappropriate remarks

to her students, during a class discussion of the “Million Man

March” and its promoter, and later to her co-workers.                    While

contesting     her    termination    through   the   lengthy   administrative


      *
      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this opinion should not be published and is not precedent except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.
process provided for under Texas law, Williamson filed this action;

she subsequently requested, and the court granted, a stay until the

administrative appeal was final.           The termination decision by DISD

was   upheld    ultimately;      having    failed      to    properly        serve    an

indispensable     party,   her    appeal    to    state      district    court       was

dismissed for lack of subject matter jurisdiction.

      Williamson’s appeal in this action centers on DISD’s motion

for a stay of discovery pending a ruling on its summary judgment

motion   (filed      simultaneously),      in     which      it   contended      that

Williamson     was   collaterally    estopped         from   relitigating        facts

previously determined in the administrative proceedings, and thus,

as a matter of law, could not meet her summary judgment burden.                       In

that motion, DISD “agree[d] to a reasonable period of time for

discovery” if the court ruled against it on the collateral estoppel

issue.

      Noting Williamson’s concern about her ability to conduct

further discovery, the court, in ordering an expedited response to

the stay motion, clarified that the parties would be allowed

additional discovery if it denied summary judgment.                     Williamson,

then represented by counsel, withdrew her objection; and the stay

was granted.

      In granting summary judgment, the court held that neither the

previous administrative proceedings, nor the state district court’s

final judgment, barred the Title VII claims; however, finding that

DISD had also raised the underlying merits, the court ruled that

Williamson’s      affidavit,     submitted       in    opposition       to     summary


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judgment,    was    insufficient    to    rebut    DISD’s     legitimate,   non-

discriminatory reason for termination.

     Williamson contends that the court “violat[ed] the purpose of

its own order” when it went beyond the collateral estoppel issue;

however, she does not contend that she did not have notice that the

court would consider the merits.

     Indeed, in her opposition to DISD’s summary judgment motion –

in which it contended that Williamson could not show pretext –

Williamson asserted that her 20-page affidavit supported her race

discrimination      claims.   DISD’s     reply    to    her   response   further

evidenced that the merits were before the court: in it, DISD

asserted that Williamson’s affidavit was inadequate to rebut DISD’s

legitimate, non-discriminatory reason.

     In     addition,     after   the    summary       judgment   was    granted,

Williamson contended, in a FED. R. CIV. P. 59 motion prepared by her

attorney,    that   her   affidavit      was   sufficient     summary    judgment

evidence because it contained factual assertions, as well as her

own conclusions. Believing that her attorney would not timely file

that motion, Williamson, pro se, filed a motion for an extension of

time to file the Rule 59 motion, in which she asserted that she had

presented sufficient evidence to show pretext.

     Noting that Williamson did not point to any specific evidence

in opposition to summary judgment, but only to “the record as a

whole”, and that her affidavit, which “gave a narrative of her

version of the relative events”, was insufficient to overcome her




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summary judgment burden, the court denied the post-summary judgment

motions.

     Although Williamson did not file a FED. R. CIV. P. 56(f) motion

for a continuance, her contention that she should have been allowed

additional discovery is analogous to an appeal of a denial of a

56(f) motion.     A continuance is warranted only if the movant

demonstrates why more discovery is needed, and how it will create

a material fact issue.        Stearns Airport Equip. Co. v. FMC Corp.,

, 535 (5th Cir. 1999); see United States v. Bloom, 

, 205 n.17 (5th Cir. 1997).              As DISD points out, the

district court docket reflects that Williamson had adequate time

for discovery – from          October 1996 until June 1997, when she

requested   a   stay,   and    from     July   1998,   when    the   case   was

reactivated, until February 1999, when DISD moved for a stay.

   In district court, Williamson did not raise her contention that

the court should not have ruled on the merits, and neither there

nor here, has she explained what further discovery she would

undertake, how it would create a genuine issue of material fact, or

how she was prejudiced without such discovery.                See Fontenot v.

Upjohn Co., 

, 1193-94 (5th Cir. 1986); see also

Williams v. Time Warner Operation, Inc., 

, 183 (5th Cir.

1996) (refusing review of contention raised for first time on

appeal).

     Reviewing the summary judgment record de novo, and in the

light most favorable to Williamson, we conclude that her conclusory

affidavit is insufficient to create a material fact issue on


                                      - 4 -
whether DISD’s reason for termination was a pretext for race

discrimination.   See Grimes v. Texas Dep’t of Mental Health &

Mental   Retardation,   

,   139-40   (5th   Cir.   1996);

Armendariz v. Pinkerton Tobacco Co., 

, 153 (5th Cir.

1995) (noting that “subjective belief” that discrimination has

occurred is insufficient to create jury question).

                                                             AFFIRMED




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