EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statements File No. 333-61953, 333-92875, 333-92877 and 333-93681.


/s/ ARTHUR ANDERSEN LLP

Houston, Texas
March 27, 2002