EXHIBIT 23.1


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation of our reports included  and incorporated by reference in
this Form 10-K, into the Company's previously filed Registration Statements
File No.'s 333-71, 333-16239 and 33-49889.



                                             ARTHUR ANDERSEN LLP


Houston, Texas
March 29, 1999