EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby  consent to the  incorporation  by reference in the  Registration
Statements on Form S-8 (No.  33-52065;  No. 333-74255 and No.  333-87786) and on
Form S-3 (No.  333-92388) of our report dated  December 29, 2003 relating to the
consolidated  financial  statements,  which  appears  in the  Annual  Report  to
Shareholders and which is incorporated in this Annual Report on Form 10-K.




/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP


Houston, Texas
December 29, 2003