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                                                                    EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
     As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
Proxy Statement/Prospectus included as part of this Registration Statement on
Form S-4.
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
August 11, 1998