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                                                                    EXHIBIT 23.3

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated March 13, 1998, accompanying the financial
statements of Midland Resources, Inc. and Subsidiaries contained in the
Registration Statement and Proxy Statement/Prospectus. We consent to the use of
the aforementioned report in the Registration Statement and Proxy
Statement/Prospectus, and to the use of our name as it appears under the caption
"Experts."

GRANT THORNTON LLP

Houston, Texas

September 1, 2000



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