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       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:

 

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


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