SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*

Korn/Ferry International

(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

500643200
(CUSIP Number)

SPO Partners & Co.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:

Alison S. Ressler
Sullivan & Cromwell
1888 Century Park East
Los Angeles, CA 90067
(310) 712-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 9, 2002
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition is the subject of this Schedule 13D, and is filing this schedule
because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.

Check the following box if a fee is being paid with the statement. |_|

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 2 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
SPO Partners II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 2,006,300(1)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 2,006,300(1)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,006,300(1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
- --------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, SPO Advisory Partners,
L.P.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 3 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
SPO Advisory Partners, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 2,006,300(1)(2)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 2,006,300(1)(2)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,006,300(1)(2)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
- --------------------------------------------------------------------------------

(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.
(2) Power is exercised through its corporate general partner, SPO Advisory Corp.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 4 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
San Francisco Partners II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 128,000(1)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 128,000(1)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
128,000(1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
- --------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 5 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
SF Advisory Partners, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 128,000(1)(2)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 128,000(1)(2)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
128,000(1)(2)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
- --------------------------------------------------------------------------------

(1) Solely in its capacity as the sole general partner of San Francisco Partners
II, L.P.
(2) Power is exercised through its corporate general partner, SPO
Advisory Corp.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 6 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
SPO Advisory Corp.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 2,134,300(1)(2)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON 2,134,300(1)(2)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,134,300(1)(2)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
CO
- --------------------------------------------------------------------------------

(1) Solely in its capacity as the general partner of SPO Advisory Partners,
L.P. with respect to 2,006,300 of such shares; and solely in its capacity as
the general partner of SF Advisory Partners, L.P. with respect to 128,000 of
such shares.
(2) Power is exercised through its three controlling persons, John H. Scully,
William E. Oberndorf and William J. Patterson.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 7 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
John H. Scully
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF -0-
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 2,134,300(1)
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON -0-
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
2,134,300(1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,134,300(1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
- --------------------------------------------------------------------------------

(1) These 2,134,300 shares are beneficially owned solely in his capacity as one
of three controlling persons of SPO Advisory Corp.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 8 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
William E. Oberndorf
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF -0-
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 2,134,300(1)
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON -0-
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
2,134,300(1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,134,300(1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
- --------------------------------------------------------------------------------

(1) These 2,134,300 shares are beneficially owned solely in his capacity as one
of three controlling persons of SPO Advisory Corp.


SCHEDULE 13D

- --------------------- ---------------------
CUSIP No. 500643200 PAGE 9 OF PAGES
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
William J. Patterson
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF -0-
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 2,134,300(1)
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON -0-
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
2,134,300(1)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,134,300(1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]

- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
- --------------------------------------------------------------------------------

(1) These 2,134,300 shares are beneficially owned solely in his capacity as one
of three controlling persons of SPO Advisory Corp.


Item 1. Security and Issuer

This statement relates to the shares of common stock, par value $.01
per share (the "Shares"), of Korn/Ferry International, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
1800 Century Park East, Los Angeles, California 90067.

Item 2. Identity and Background.

(a) The undersigned hereby file this Schedule 13D Statement on behalf
of SP0 Partners II, L.P., a Delaware limited partnership ("SP0"), SP0 Advisory
Partners, L.P., a Delaware limited partnership ("SP0 Advisory Partners"), San
Francisco Partners II, L.P., a California limited partnership ("SFP"), SF
Advisory Partners, L.F., a Delaware limited partnership ("SF Advisory
Partners"), SP0 Advisory Corp., a Delaware corporation ("SP0 Advisory Corp."),
John H. Scully ("JHS"), William E. Oberndorf ("WEO") and William J. Patterson
("WJP") . SP0, SP0 Advisory Partners, SFP, SF Advisory Partners, SP0 Advisory
Corp., JHS, WEO and WJP are sometimes hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section 13(d)
(3) of the Securities Exchange Act of 1934, as amended (the "Act"), although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.

(b) - (c)

SP0

SP0 is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SP0, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule l3D of the Act, certain information
with respect to SP0 Advisory Partners, the sole general partner of SP0, is set
forth below.

SP0 Advisory Partners

SP0 Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SP0. The principal
business address of SP0 Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SP0 Advisory Corp., the general partner of SP0 Advisory Partners, is
set forth below.

SFP

SFP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SFP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SF Advisory Partners, the sole general partner of SFP, is set
forth below.


SF Advisory Partners

SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SP0 Advisory Corp., the general partner of SF Advisory Partners, is
set forth below.

SP0 Advisory Corp.

SP0 Advisory Corp. is a Delaware corporation, the principal business of
which is serving as the general partner of each of SP0 Advisory Partners and SF
Advisory Partners. The principal address of SP0 Advisory Corp., which also
serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, WHO and WJF, the three controlling persons of
SP0 Advisory Corp., is set forth below.

JHS

JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SP0 Partners & Co., a Delaware corporation. The principal business
of SP0 Partners & Co. is operating as an investment firm. The principal address
of SP0 Partners & Co., which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. JHS is one of three
controlling persons of SP0 Advisory Corp., the corporate general partner of each
of SP0 Advisory Partners and SF Advisory Partners.

WEO

WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SP0 Partners & Co. WEO is one of three controlling persons of SP0
Advisory Corp., the corporate general partner of SP0 Advisory Partners and SF
Advisory Partners.

WJP

WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. WJP is one of three controlling persons of SP0
Advisory Corp., the corporate general partner of SP0 Advisory Partners and SF
Advisory Partners.

(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors)

(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.


Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------

The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:



NAME AMOUNT OF FUNDS SOURCE OF FUNDS
- ---- --------------- ---------------
SPO $ 13,980,624.81 Contributions from
Partners

SPO Advisory Partners Not Applicable Not Applicable

SFP $ 897,962.84 Contributions from
Partners

SPO Advisory Partners Not Applicable Not Applicable

SPO Advisory Corp. Not Applicable Not Applicable

JHS Not Applicable Not Applicable

WEO Not Applicable Not Applicable

WJP Not Applicable Not Applicable


Item 4. Purpose of Transaction

The Reporting Persons have acquired the Shares reported herein for
investment purposes. Consistent with such purpose, the Reporting Persons have
had, and may have in the future, discussions with management of the Issuer and
may make suggestions concerning the Issuer's operations, prospects, business and
financial strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant
to their investments in Shares or other securities of the Issuer. Each Reporting
Person expects that it will, from time to time, review its investment position
in the Issuer and may, depending on market and other conditions, increase or
decrease its investment position in the Shares or other securities of the
Issuer.

Whether the Reporting Persons purchase any additional Shares or other
securities of the Issuer or dispose of any Shares or other securities of the
Issuer, and the amount and timing of any such transactions, will depend upon the
Reporting Persons' individual continuing assessments of pertinent factors,
including the availability of Shares or other securities of the Issuer for
purchase at particular price levels, the Issuer's and the particular Reporting
Person's business and prospects, other business investment opportunities
available to the particular Reporting Person, economic conditions, stock market
conditions, money market conditions, the attitudes and actions of the Board of
Directors and management of the Issuer, the availability and nature of
opportunities to dispose of the particular Reporting Person's interest in the
Issuer, to realize trading profits or minimize trading losses and other plans
and requirements of the particular Reporting Person. Depending upon his
individual assessments of these factors from time to time, each Reporting Person
may change his present intentions as stated above, including determining to
acquire additional Shares or other securities of the Issuer (by means of open
market or privately negotiated purchases) or to dispose of some or all of the
Shares or other securities of the Issuer held by him or under his control. In
addition, each Reporting Person may from time to time enter into equity swap and
other derivative transactions with respect to his investment in Shares or other
securities of the Issuer.

Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.


Item 5. Interest in Securities of the Issuer.
------------------------------------

(a) Percentage interest calculations for each Reporting Person are based upon
the Issuer having 37,827,320 total outstanding shares of common stock as
reported on the Issuer's 10-Q filed with the Securities Exchange Commission on
December 12, 2002.

SPO
---

The aggregate number of Shares that SPO owns beneficially, pursuant to
Rule 13d-3 of the Act, is 2,006,300 Shares, which constitutes approximately
5.3% of the outstanding Shares.

SPO Advisory Partners
---------------------

Because of its position as the sole general partner of SPO, SPO
Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 2,006,300 Shares, which constitutes approximately 5.3% of
the outstanding Shares.

SFP
---

The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 128,000 Shares, which constitutes approximately 0.3%
of the outstanding Shares.

SF Advisory Partners
--------------------

Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 128,000 Shares, which constitutes approximately 0.3% of the
outstanding Shares.

SPO Advisory Corp.
------------------

Because of its positions as the general partner of each of SPO Advisory
Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 2,134,300 Shares in
the aggregate, which constitutes approximately 5.6% of the outstanding Shares.

JHS
---

Because of his position as a control person of SPO Advisory Corp., JHS
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,134,300 Shares in the aggregate, which constitutes approximately 5.6% of the
outstanding Shares.

WEO
---

Because of his position as a control person of SPO Advisory Corp., WEO
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,134,300 Shares in the aggregate, which constitutes approximately 5.6% of the
outstanding Shares.


WJP
---

Because of his position as a control person of SPO Advisory Corp., WJP
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,134,300 Shares in the aggregate, which constitutes approximately 5.6% of the
outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 hereof is the
beneficial owner of any Shares.

(b)

SPO
---

Acting through its sole general partner, SPO has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,006,300
Shares.

SPO Advisory Partners
---------------------

Acting through its general partner and in its capacity as the sole
general partner of SPO, SPO Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,006,300 Shares.

SFP
---

Acting through its sole general partner, SFP has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 128,000
Shares.

SF Advisory Partners
--------------------

Acting through its general partner and in its capacity as the sole
general partner of SFP, SF Advisory Partners has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 128,000 Shares.

SPO Advisory Corp.
------------------

Acting through its controlling persons and in its capacities as the
general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO
Advisory Corp. has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 2,134,300 Shares in the aggregate.

JHS
---

As one of three controlling persons of SPO Advisory Corp., which is the
general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS
may be deemed to have shared power with WEO and WJP to vote or to direct the
vote and to dispose or to direct the disposition of 2,134,300 Shares held by SPO
and SFP in the aggregate.


WEO
---

As one of three controlling persons of SPO Advisory Corp., which is the
general partner of each of SPO Advisory Partners and SF Advisory Partners, WEO
may be deemed to have shared power with JHS and WJP to vote or to direct the
vote and to dispose or to direct the disposition of 2,134,300 Shares held by SPO
and SFP in the aggregate.

WJP
---

As one of the controlling persons of SPO Advisory Corp., which is the
general partner of each of SPO Advisory Partners and SF Advisory Partners, WJP
may be deemed to have shared power with JHS and WEO to vote or to direct the
vote and to dispose or to direct the disposition of 2,134,300 Shares held by SPO
and SFP in the aggregate.

(c) During the past 60 days, the Reporting Persons purchased Shares in
open market transactions on the New York Stock Exchange ("the "NYSE") as set
forth on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in Shares during the past 60 days.

(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of distributions with respect to, or the proceeds from the sale of, the
Shares owned by such Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
---------------------------

Except as set forth herein or in the Exhibits filed herewith, there are
no other contracts, arrangements, understandings or relationships of the type
required to be disclosed in response to Item 6 of Schedule 13D of the Act with
respect to the Shares owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.
--------------------------------

Exhibit A - Agreement pursuant to Rule 13d-1 (k)
Exhibit B - Power of Attorney








After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED: December 19, 2002



/s/ Kim M. Silva
----------------------------------
Kim M. Silva

Attorney-in-Fact for:

SPO PARTNERS II, L.P. *
SPO ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P. *
SF ADVISORY PARTNERS, L.P.*
SPO ADVISORY CORP.*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
WILLIAM J. PATTERSON*

* A Power of Attorney authorizing
Kim M. Silva to act on behalf of
this person or entity is filed
herewith as Exhibit B.








SCHEDULE I TO
SCHEDULE 13D FOR
SPO PARTNERS II, L.P.