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                                 EXHIBIT 23.1



                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report included in this Form 10-K into the Company's previously
filed  registration  statements  on Form S-3 (File No.  333-63119)  and Form S-8
(File No. 333-30187).





                                                           ARTHUR ANDERSEN LLP


Houston, Texas
March 24, 1999










