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                                                                    EXHIBIT 23.3
 
                 CONSENT OF CLEARY, GOTTLIEB, STEEN & HAMILTON
 
     We hereby consent to the reference to us under the heading "Legal Matters"
in the prospectus constituting part of this Registration Statement on Form S-3
(Registration No. 33-57920). By giving such consent, we do not thereby admit
that we are experts with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
 
                                          CLEARY, GOTTLIEB, STEEN & HAMILTON
 
                                          By: /s/ Craig B. Brod
                                            ------------------------------------
                                            Craig B. Brod, a Partner
 
Dated: April 28, 1999