       PROSPECTUS SUPPLEMENT (dated December 18, 2002)
            TO PROSPECTUS DATED FEBRUARY 20, 2002


     The  "Selling  Holders" section of  the  Prospectus  is
hereby amended to add the following Selling Holders:

 <Table>

    Selling Shareholder        Principal Amount of
                           Debentures Beneficially Owned   Number of Shares of Common
                           and That May Be Offered Hereby  Stock Beneficially Owned (1)
<s>                                 <c>                              <c>
KBC Convertible MAC28 LTD           $5,000,000                       0
</Table>

(1)  Does  not include shares of Common Stock issuable upon
conversion of Debentures.

