PROSPECTUS SUPPLEMENT (dated February 4, 2003)
            TO PROSPECTUS DATED FEBRUARY 20, 2002


     The  "Selling  Holders" section of  the  Prospectus  is
hereby  amended  with  respect to the  principal  amount  of
Debentures  beneficially owned by Goldman Sachs and  Company
as follows:




                                  Principal Amount of
                              Debentures Beneficially Owned     Number of Shares of Common
Selling Holder                and That May Be Offered Hereby    Stock Beneficially Owned (1)

                                                                      
Goldman Sachs and Company                 $10,400,000                       0






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