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                                                                    EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 17, 1997
(except with respect to the matters discussed in Note 19, as to which the date
is February 4, 1998) included in Ponder Industries, Inc.'s Form 10-K for the
year ended August 31, 1997 and to all references to our Firm included in this
registration statement.



                                                         /s/ Arthur Andersen LLP


San Antonio, Texas
March 24, 1998





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