PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

UNITED STATES OF AMERICA,

Plaintiff-Appellee,

v. No. 96-4290

NEIL ROGER BEIDLER,

Defendant-Appellant.

Appeal from the United States District Court

for the Western District of Virginia, at Lynchburg.

Samuel G. Wilson, District Judge.

(CR-95-318)

Argued: January 29, 1997

Decided: April 10, 1997

Before RUSSELL and WILKINS, Circuit Judges, and

HERLONG, United States District Judge for the

District of South Carolina, sitting by designation.

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Affirmed by published opinion. Judge Wilkins wrote the opinion, in

which Judge Russell and Judge Herlong joined.

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COUNSEL

ARGUED: John Fairfax Pyle, Lynchburg, Virginia, for Appellant.

Francis Marion Hamilton, III, Third Year Law Intern, Roanoke, Virginia, for Appellee. ON BRIEF: Robert P. Crouch, Jr., United States

Attorney, Thomas J. Bondurant, Assistant United States Attorney,

Roanoke, Virginia, for Appellee.

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OPINION

WILKINS, Circuit Judge:

Neil Roger Beidler appeals his conviction and sentence for structuring currency transactions in violation of 31 U.S.C. § 5324(3)

(1988), arguing primarily that the evidence is insufficient to support

a conclusion that he willfully violated that provision. We conclude

that the evidence establishes that Beidler engaged in extensive efforts

to conceal his structuring activity and that the evidence of those

efforts is sufficient to support an inference that he was aware of the

illegality of his conduct. Accordingly, we affirm.

I.

A.

Federal law requires that domestic financial institutions file a currency transaction report (CTR) for a transaction or series of transactions involving currency in an amount greater than $10,000. See 31

U.S.C. § 5313(a) (1988); 31 C.F.R. § 103.22(a)(1) (1991). Furthermore, it is unlawful to structure, to assist in structuring, or to attempt

to structure or to assist in structuring a currency transaction for the

purpose of avoiding the reporting requirement. See 31 U.S.C.

§ 5324(3). In 1991, however, when the events relevant to this litigation transpired, an individual could not be convicted of violating the

antistructuring law absent proof that he did so"willfully." 31 U.S.C.

§ 5322(a), (b) (1988) (providing for the imposition of penalties upon

"[a] person willfully violating" the antistructuring laws). And, in

Ratzlaf v. United States, 510 U.S. 135 (1994), the Supreme Court held

that in order to show that a defendant acted "willfully" within the

meaning of § 5322, "the Government must prove that the defendant

acted with knowledge that his conduct was unlawful." Id. at 137.1

Accordingly, under the law in effect when Beidler committed the acts

in question, a conviction for violating the antistructuring laws

required proof that the defendant structured or assisted in structuring

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1 Congress has since amended § 5322 to omit the willfulness requirement with respect to violations of § 5324. See 31 U.S.C. § 5322(a), (b)

(1994).

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(or attempted to structure or to assist in structuring) currency transactions with one or more financial institutions; that he did so for the

purpose of evading the CTR requirement; and that he acted with

knowledge that his conduct was unlawful. See United States v.

Walker, 25 F.3d 540, 548 (7th Cir. 1994).

B.

Viewed in the light most favorable to the Government, the evidence demonstrated the following. Beidler is a real estate agent whose

firm possessed the exclusive right to market townhouses being constructed for the Wellington Forest retirement community located in

Amherst, Virginia. In the fall of 1991, the builder of the development,

John Batman, requested assistance from Beidler in procuring financing for the project. Beidler obtained the names of several potential

investors, including Wendell Wood, from a business associate.

Beidler was introduced to Wood by a mutual acquaintance.

Beidler ultimately obtained Wood's agreement to supply $100,000

in financing for the Wellington Forest project. However, Wood

wished to protect his anonymity by concealing his identity as the

source of funding for the development. Accordingly, Wood provided

Beidler with cash in increments of up to "$20,000 or $30,000" at a

time.2 J.A. 351. Beidler deposited the funds into his own accounts and

then drew checks on those accounts payable to Batman.

It is the manner in which Beidler deposited the funds from Wood

that resulted in his indictment for structuring currency transactions.

Rather than depositing each cash payment from Wood in a lump sum,

Beidler made a total of 34 deposits to four different accounts at three

different banks. Moreover, Beidler travelled to numerous branch locations to make the deposits. For example, between 9:00 a.m. and 2:00

p.m. on December 18, 1991, Beidler made the following deposits:

Two deposits of $4,000 each at the Madison Heights branch of Central Fidelity Bank (each deposit was taken by a different teller; the

record does not reveal the temporal proximity of the deposits); $4,000

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2 Additionally, the deed of trust on the properties that Wood received

in exchange for the funds identified him only as"holder." The parties

agree that this practice, while uncommon, is not illegal.

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at the Downtown branch of Central Fidelity Bank; $4,000 at the

Amherst branch of Central Fidelity Bank; $4,000 at the Amherst

branch of First Virginia Bank; $4,000 at the Downtown branch of

First Virginia Bank; $4,000 at the Madison Heights branch of First

Virginia Bank; and $5,000 at the Timberlake branch of First Virginia

Bank. In short, Beidler deposited a total of $33,000 in eight deposits

at seven different branches of two banks over the course of a fivehour period. Although the December 18 transactions were the most

egregious in a consistent pattern, also noteworthy are Beidler's deposits totalling $18,500 at five branches of three banks on October 10

and 11, 1991 and his deposits totalling $18,000 at four different

branches of a single bank over the course of two business days, October 18 and 21, 1991.

Beidler subsequently was convicted of one count of structuring

currency transactions.3 He was sentenced to 15 months imprisonment

and ordered to pay a $5,000 fine.

II.

Beidler's primary contention on appeal is that the evidence is insufficient to support his conviction. A defendant challenging the sufficiency of the evidence to support his conviction bears "a heavy

burden." United States v. Hoyte, 51 F.3d 1239, 1245 (4th Cir.), cert.

denied, 116 S. Ct. 346 (1995). In reviewing the sufficiency of the evidence supporting a criminal conviction, our role is limited to considering whether "there is substantial evidence, taking the view most

favorable to the Government, to support it." Glasser v. United States,

315 U.S. 60, 80 (1942). We must bear in mind that"[t]he jury, not

the reviewing court, weighs the credibility of the evidence and

resolves any conflicts in the evidence presented." United States v.

Murphy, 35 F.3d 143, 148 (4th Cir. 1994). Further, "if the evidence

supports different, reasonable interpretations, the jury decides which

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3 Beidler was also charged with conspiracy to commit offenses against

the United States, see 18 U.S.C.A. § 371 (West 1966); money laundering, see 18 U.S.C.A. § 1956(a)(1)(B) (West Supp. 1996); and engaging

in monetary transactions in property derived from specified unlawful

activity, see 18 U.S.C.A. § 1957 (West Supp. 1996). The jury acquitted

him of these charges.

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interpretation to believe." Id. Reversal for insufficient evidence is

reserved for the rare case "where the prosecution's failure is clear."

Burks v. United States, 437 U.S. 1, 17 (1978). In sum, we "may not

overturn a substantially supported verdict merely because [we] find[ ]

the verdict unpalatable or determine[ ] that another, reasonable verdict

would be preferable." United States v. Burgos , 94 F.3d 849, 862 (4th

Cir. 1996) (en banc), cert. denied, 65 U.S.L.W. 3586 (U.S. Feb. 24,

1997) (No. 96-6868).

At trial, Beidler candidly acknowledged that he received currency

from Wood in amounts greater than $10,000 and that he divided the

cash into smaller sums for deposit because he wished to avoid the filing of a CTR. Nevertheless, Beidler maintained that he was unaware

that structuring transactions to evade the filing of a CTR was unlawful, instead asserting that he broke up the deposits of money from

Wood in order to avoid small-town gossip. Before us, Beidler argues

that the evidence concerning his acts of structuring does not support

a conclusion that he knew it was unlawful to structure a currency

transaction for the purpose of evading the reporting requirement.4

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4 Beidler also maintains that the district court erred in refusing to give

his proposed instruction on willfulness. We will find error in the refusal

of the district court to give a proffered instruction only if the instruction

was correct, was not otherwise covered by the charge to the jury, and

dealt with a point so important to the trial "that failure to give the

requested instruction seriously impaired the defendant's ability to conduct his defense." United States v. Lewis, 53 F.3d 29, 32 (4th Cir. 1995)

(internal quotation marks omitted). The district court gave the following

instruction concerning the "willfulness" element of the structuring count:

 In order to prove the defendant guilty of [structuring currency

transactions] the Government must prove the following essential

elements beyond a reasonable doubt. First, the defendant willfully structured or attempted to structure a currency transaction

with a financial institution and, second, the defendant structured

or attempted to structure the currency transaction for the specific

purpose of evading the currency transaction reporting requirements of the law.

. . . .

 . . . [Y]ou are instructed that the Government must prove that

the defendant acted willfully. Willfully means to act with knowl-

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A.

Before turning to the merits of Beidler's sufficiency argument, we

first must consider a legal issue that we have not previously decided:

Whether evidence that a defendant attempted to conceal the structuring of currency transactions may, with or without other evidence, support a conclusion that the defendant knew structuring was unlawful.

For the reasons set forth below, we hold that it may.

We begin with the proposition that evidence that a defendant structured currency transactions, without more, is not sufficient to prove

that the defendant knew his conduct was illegal. See United States v.

Ismail, 97 F.3d 50, 56-58 (4th Cir. 1996) (construing Ratzlaf to hold

that evidence of structuring alone is not sufficient to prove knowledge

of illegality); United States v. Vazquez, 53 F.3d 1216, 1225 (11th Cir.

1995). Rather, the "evidence must suggest knowledge of the antistructuring law as distinct from knowledge of financial institutions' reporting requirements." United States v. Wynn, 61 F.3d 921, 928 (D.C.

Cir.), cert. denied, 116 S. Ct. 578 (1995). As the Ratzlaf Court recognized, however, knowledge of illegality may be proven by circumstantial evidence: "A jury may, of course, find the requisite

knowledge [that structuring was unlawful] by drawing reasonable

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edge that one[']s conduct is unlawful and with intent to do something the law forbids, that is to say, with bad purpose to disobey

or disregard the law.

 The defendant's conduct was not willful if it was due to negligence, inadvertence, mistake or the result of good faith and misunderstanding of the requirements of the law. In this connection

it is up to you to decide whether the defendant acted in good

faith, that is, whether he sincerely misunderstood the requirements of the law or whether he knew what he was required to do

and deliberate[ly] did not do so.

J.A. 435-36. We conclude that the district court adequately instructed the

jury that in order to conclude that Beidler "willfully" violated the

antistructuring laws, it had to find that Beidler acted with knowledge that

his conduct was illegal. See United States v. Griffin, 84 F.3d 912, 925-26

(7th Cir.), cert. denied, 117 S. Ct. 495 and 117 S. Ct. 536 (1996).

Accordingly, the court did not err in refusing to give Beidler's proffered

instruction.

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inferences from the evidence of defendant's conduct." Ratzlaf, 510

U.S. at 149 n.19.

After Ratzlaf, the circuit courts of appeals have struggled with the

quantum of proof beyond mere structuring that is sufficient to establish knowledge of illegality. There is general agreement that special

knowledge conferred by a defendant's professional status is evidence

that the defendant knew of the illegality of structuring a currency

transaction. See United States v. Simon, 85 F.3d 906, 911 (2d Cir.)

(holding that the defendant's status as a licensed stockbroker who

occasionally was required to file CTRs allowed an inference that the

defendant knew structuring was illegal), cert. denied, 117 S. Ct. 517

(1996); United States v. Tipton, 56 F.3d 1009, 1013 (9th Cir. 1995)

(observing that evidence that the defendants were bank employees

and had received training about currency reporting laws would permit

a jury to conclude that they knew it was unlawful to assist others in

structuring transactions), cert. denied, 116 S. Ct. 773 (1996); United

States v. Retos, 25 F.3d 1220, 1231 (3d Cir. 1994) (noting that the

evidence was sufficient to sustain a conviction for structuring when

the evidence included defendant's status as an attorney); see also

Wynn, 61 F.3d at 928 (citing Retos with approval). Additionally, at

least one court has indicated that evidence that the structuring is

designed to conceal some other illegal activity may support an inference that the defendant knew his conduct was unlawful. See United

States v. Hurley, 63 F.3d 1, 16 (1st Cir. 1995) (holding that sufficient

evidence supported a conclusion that the defendants knew structuring

was illegal when they knew that the money laundering accomplished

through the structured transactions was illegal because a "context . . .

saturated with consciousness of illegality" is relevant to a defendant's

state of mind), cert. denied, 116 S. Ct. 1322 (1996). But see Wynn,

61 F.3d at 927-28 (acknowledging the Government's reliance on evidence that the purpose of the structured transactions was to launder

money but concluding that the evidence did not support a conclusion

that the defendant knew that structuring was illegal).

The circuit courts of appeals are divided, however, with respect to

the question of whether a defendant's attempts to conceal the structuring of transactions may suffice to prove knowledge of illegality. See

Ismail, 97 F.3d at 57-58. The majority of circuit courts of appeals

holds that evidence of concealment is sufficient, alone or in conjunc-

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tion with other evidence, to support an inference that the defendant

knew that structuring was illegal. For example, in United States v.

Marder, 48 F.3d 564 (1st Cir.), cert. denied , 115 S. Ct. 1441 (1995),

the evidence related to the structuring count established that the

defendant provided his wife with $11,460 in cash and instructed her

to purchase cashier's checks in the amounts of $5,000, $3,960, and

$2,500 from three different banks. Id. at 574. The First Circuit concluded that this evidence, by itself, was sufficient to establish that the

defendant knew structuring was illegal because, by structuring the

transaction to a greater degree than the minimum necessary to avoid

the filing of a CTR, he evinced an intent to conceal his activities:

While it certainly would make sense for a person cognizant

of the reporting requirement but unaware of the illegality of

structuring to make two separate purchases at two separate

banks--e.g., a purchase of $5,000 and a purchase of $6,460

--in order to obtain $11,460 without triggering a report to

the IRS, the fact that defendant instructed his wife to make

three separate purchases at three separate banks suggests

that defendant had a purpose beyond evasion of the reporting requirement: concealment of his structuring. And proof

of concealment tends to prove knowledge of illegality.

Id. Similarly, the Second Circuit has held that "when the method of

structuring suggests a significant effort not only to avoid the bank

reporting requirements but to conceal the currency structuring itself

from authorities, Ratzlaf's requirement of[proof that the defendant

knew structuring was illegal] is satisfied." Simon, 85 F.3d at 910.

Other courts have concluded that evidence of a defendant's attempt

to conceal the structuring activity, when considered along with other

evidence, is sufficient to support a conclusion that the defendant knew

structuring was illegal. See Walker, 25 F.3d at 543, 548 n.8 (stating

that evidence of "intricate and odd structuring of transactions"--

including the purchase of a condominium with 76 cashier's checks,

each for less than $10,000, that had been purchased at multiple banks

and currency exchanges--supported a conclusion that the defendants

knew that structuring was illegal when combined with other evidence); see also Tipton, 56 F.3d at 1013 (stating that evidence that the

defendants attempted to conceal their activity, among other factors,

supported conviction for structuring); United States v. Oreira, 29 F.3d

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185, 187, 188 n.5 (5th Cir. 1994) (concluding that evidence, including

evidence that defendants deposited cash in several different accounts

held at numerous banks, could support a conclusion that the defendants knew structuring was illegal). However, the District of Columbia Circuit has stated that it rejects the rule set forth in Marder and

Walker. See Wynn, 61 F.3d at 928.

We think that the majority rule is the better one. Willfulness is

rarely proven by direct evidence; rather, the factfinder must "`draw[ ]

reasonable inferences from the available facts.'" Marder, 48 F.3d at

574 (quoting United States v. Bank of New England, N.A., 821 F.2d

844, 854 (1st Cir. 1987)); see Ratzlaf, 510 U.S. at 149 n.19. This is

so because willfulness concerns the defendant's state of mind, which

--unless the defendant admits to an intent to violate the law--can

only be inferred from conduct. See Simon, 85 U.S. at 910; Marder,

48 F.3d at 574. Moreover, the Supreme Court has long recognized

that willfulness may be inferred from evidence of attempts to conceal

illegal conduct. See Holland v. United States , 348 U.S. 121, 139

(1954); Spies v. United States, 317 U.S. 492, 499 (1943). Accordingly, we hold that evidence that a defendant has structured currency

transactions in a manner indicating a design to conceal the structuring

activity itself, alone or in conjunction with other evidence of the

defendant's state of mind, may support a conclusion that the defendant knew structuring was illegal.5

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5 Ismail does not require a contrary holding. There, the evidence established that the defendants began structuring their transactions only after

they were advised of the currency reporting requirements by a bank

employee. See Ismail, 97 F.3d at 53. Subsequently, the defendants regularly made deposits in amounts just under $10,000, often dealing with the

very bank employee who had informed them of the reporting requirement in the first place. See id. at 53, 57 n.1. Moreover, the defendants

"were familiar figures at the bank, and never acted surreptitiously when

they came to make deposits." Id. at 57 n.1. In short, the evidence presented by the Government in Ismail proved nothing more than that the

defendants knew of the reporting requirements and structured their transactions so as to evade them. Because there was no evidence that the

defendants knew their conduct was illegal beyond the mere acts of structuring, reversal of the convictions was required under Ratzlaf. Thus,

although the majority opinion in Ismail includes an extended discussion

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B.

We now turn to the question of whether the evidence presented in

this case is sufficient to support Beidler's conviction. The Government presented no evidence that Beidler possessed a particular familiarity with currency reporting requirements as a result of his status as

a real estate agent. See Simon, 85 F.3d at 911; Tipton, 56 F.3d at

1013. Additionally, although the record contains evidence that Wood

was involved in illegal activities and that Beidler may have been

aware of those activities, the Government does not argue that this evidence supports Beidler's conviction. Cf. Hurley , 63 F.3d at 16.

Accordingly, the only question is whether the evidence that Beidler

attempted to conceal his structuring is sufficient to support a conclusion that Beidler knew structuring was illegal. We conclude that it is.

Although Beidler admitted that he received large sums of cash

from Wood, he never deposited more than $5,000 at any one time,

and most often made deposits of $4,000 or less. Moreover, Beidler

made the deposits at different branches of multiple banks, often travelling to several different branches in the same day. All in all, the

Government's evidence showed that during the period when Wood

was providing financing for the Wellington Forest project, Beidler

made 34 cash deposits, totalling $116,500,6 at 10 different branches

of three different banks. If Beidler's only intent was to avoid the filing of a CTR, 12 separate deposits would have served his purpose just

as well. Based upon the fact that Beidler made more deposits than the

minimum necessary to evade the reporting requirements, the jury reasonably could have inferred that Beidler intended to conceal his structuring because he knew structuring was illegal. See Simon, 85 F.3d at

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concerning the type of evidence that may be employed by the Government to prove knowledge of illegality, the question presented to us today

was not before the court in that case. See id. at 57 (noting that "[w]e need

not here determine if evidence of elaborate efforts to conceal structuring

is probative of knowledge that structuring violates the law").

6 The parties agree that the amount of financing supplied by Wood was

$100,000. The record does not contain an explanation of the discrepancy

between the Government's evidence of the deposits made by Beidler and

the evidence regarding the amount of funds received from Wood.

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910; Marder, 48 F.3d at 574. Additionally, the jury--the sole judge

of the credibility of the witnesses--was entitled to reject Beidler's

explanation of the transactions and to consider its rejection of

Beidler's story as positive evidence of his guilt. See Burgos, 94 F.3d

at 868. We conclude that this evidence is sufficient to support a determination that Beidler knew that structuring of currency transactions

was illegal.

III.

We hold that evidence concerning a defendant's attempt to conceal

the structuring of currency transactions may suffice to prove that the

defendant knew his conduct was illegal. Here, the evidence presented

by the Government of Beidler's efforts to conceal his structuring of

currency transactions was sufficient to justify a determination beyond

a reasonable doubt that Beidler knew his activities were unlawful.

Accordingly, we affirm.7

AFFIRMED

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7 Having carefully considered Beidler's remaining allegations of error,

we conclude that they are without merit.

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