United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT                   July 22, 2005

                                                         Charles R. Fulbruge III
                                                                 Clerk
                           No. 04-20740
                         Summary Calendar



LORETTA OSBORNE,

                                    Plaintiff-Appellant,

versus

SBC DISABILITY INCOME PLAN; SBC COMMUNICATIONS INC.;
SEDGWICK C.M.S.,

                                    Defendants-Appellees.

                      --------------------
          Appeal from the United States District Court
               for the Southern District of Texas
                     USDC No. 4:03-CV-1687
                      --------------------

Before JOLLY, DAVIS, and OWEN, Circuit Judges.

PER CURIAM:*

     Loretta Osborne has filed a motion in this court to proceed

in forma pauperis (IFP) on appeal from the dismissal of her

Employee Retirement and Income Security Act (ERISA) complaint.

The district court granted the defendants’ motion for summary

judgment and dismissed Osborne’s claims after finding that the

decision to deny Osborne long term disability benefits was not

arbitrary, capricious, or an abuse of discretion.   The district



     *
       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this opinion should not be published and is not precedent except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. 04-20740
                                 -2-

court denied Osborne’s motion to proceed IFP on appeal and

certified that her appeal was not taken in good faith.

     Osborne’s financial affidavit establishes that she is unable

to pay the costs of her appeal without undue hardship or

deprivation of life’s necessities.    See Adkins v. E.I. Du Pont

de Nemours & Co., 

, 339 (1948).   However, Osborne

does not address the reasons for the district court’s dismissal

of her complaint.    Osborne has failed to establish a nonfrivolous

ground for appeal.    See Carson v. Polley, 

, 586 (5th

Cir. 1982); 28 U.S.C. § 1915(a)(3).   Her IFP motion is DENIED.

As the appeal contains no nonfrivolous issues, it is DISMISSED.

Howard v. King, 

, 220 (5th Cir. 1983); 5TH CIR.

R. 42.2.   Osborne’s motion for appointment of counsel is DENIED.