No. 99-51038
                                -1-

               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                            No. 99-51038
                        Conference Calendar



ARTHUR GLEN BROWN,

                                          Plaintiff-Appellant,

versus

WAYNE SCOTT, Director, Texas Department of Criminal Justice,
Institutional Division; FNU BENSON, Officer; FNU CREIG,
Lieutenant; FNU TEDFORD, Major; FNU BUNGER, Sergeant,

                                          Defendants-Appellees.

                        - - - - - - - - - -
          Appeal from the United States District Court
                for the Western District of Texas
                       USDC No. W-99-CV-266
                        - - - - - - - - - -
                           April 13, 2000

Before WIENER, DeMOSS, and PARKER, Circuit Judges.

PER CURIAM:*

     Arthur Glen Brown, Texas prisoner # 575490, has filed a

motion for leave to proceed in forma pauperis (“IFP”) on appeal.

By moving to proceed IFP, Brown is challenging the district

court’s determination that IFP should not be granted on appeal

because his appeal from the district court’s denial of his motion

for appointment of counsel was not taken in good faith.    See

Baugh v. Taylor, 

, 202 (5th Cir. 1997).    Our review

of the record and pleadings indicates that the district court did

     *
        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that this opinion should not be published and is not precedent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.
                           No. 99-51038
                                -2-

not abuse its discretion in denying Brown’s motion for the

appointment of counsel.   Brown’s appeal from the denial of that

motion lacks arguable merit, and the district court did not err

in finding that the instant appeal was not taken in good faith.

See Howard v. King, 

, 219-20 (5th Cir. 1983)(lack of

nonfrivolous issue on appeal precludes finding of “good faith”

for purposes of § 1915 and FED. R. APP. P. 24).

     Accordingly, Brown’s motion for leave to proceed IFP on

appeal is DENIED, and his appeal is DISMISSED as frivolous.       See

n.24; 5TH CIR. R. 42.2.    His motion to

appoint a special master is also DENIED.