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 on Form S-8 File No. 333-35245 and No. 333-55838.


                                                        ARTHUR ANDERSEN LLP

Houston, Texas
March 28, 2002