Form: 10-K

Annual report pursuant to Section 13 and 15(d)

March 31, 1999

CONSENT OF ARTHUR ANDERSEN LLP

Published on March 31, 1999


EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our report included in this Annual Report on Form 10-K, into the Company's
previously filed registration statements on Form S-8 (File No. 333-47069) and on
Form S-8 (File No. 333-56849).

ARTHUR ANDERSEN LLP

Houston, Texas
March 29, 1999