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                                                                EXHIBIT 23.2


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As independent public accountants,  we hereby consent to the use of our
reports  and to all  references  to our Firm  included in or made a part of this
registration statement.

                                                 /S/ Arthur Andersen LLP

                                                     ARTHUR ANDERSEN LLP


November 12, 1998
Houston, Texas


