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                                                                    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 9, 2000