Gaaries Williams, Texas prisoner # 1456226, appeals the district court’s dis *657 missal of his 42 U.S.C. § 1988 complaint, in which he challenged his conviction and sentence, complained of conditions of confinement, and argued that he was denied his civil rights. Although Williams renews his challenge to his conviction and sentence and renews his claims against Chris Dorsey and Judges Rank and Flores, Williams does not challenge any of the district court’s reasons for dismissal. By failing to brief any argument challenging the district court’s reasons for dismissal, Williams has abandoned the only grounds for appeal. See Yohey v. Collins, 985 F.2d 222, 224-25 (5th Cir. 1993); Brinkmann v. Dallas County Sheriff Abner, 813 F.2d 744, 748 (5th Cir. 1987).

Williams’s appeal is without arguable merit and therefore frivolous. See Howard v. King, 707 F.2d 215, 219-20 (5th Cir. 1983). Because it is frivolous, it is dismissed. See 5th Cir. R. 42.2. The district court’s dismissal of Williams’s complaint as frivolous and this court’s dismissal of Williams’s appeal count as two strikes for purposes of 28 U.S.C. § 1915(g). See Adepegba v. Hammons, 103 F.3d 383, 387-88 (5th Cir. 1996). Williams is cautioned that if he accumulates three strikes, he will no longer be allowed to proceed in forma pauperis in any civil action or appeal filed while he is detained or incarcerated in any facility unless he is under imminent danger of serious physical injury. See § 1915(g). Williams’s motion for appointment of counsel is denied.

APPEAL DISMISSED; SANCTION WARNING ISSUED; MOTION DENIED.