Exhibit 23(1)


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independant public accountants, we hereby consent to the incorporation of our
reports dated February 6, 1996, included or incorporated by reference in this
Form 10-K for the year ended December 31, 1995, into the Company's previously
filed Registration Statements File Nos. 33-59967; 33-59977; 33-59997 and
33-59973.



                                        /s/ Arthur Andersen LLP
                                        -----------------------
                                        ARTHUR ANDERSEN LLP


Memphis, Tennessee
March 8, 1996.