Nutri System (NTRI) 10-K 2003 FY Annual report

Exhibit 23.2

Notice Regarding Consent of Arthur Andersen LLP

Section 11(a) of the Securities Act of 1933, as amended (the Securities Act), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountants.

This Form 10-K is incorporated by reference into a NutriSystem, Inc. filing on Form S-8 No. 333-44908 (the Registration Statement) and, for purposes of determining any liability under the Securities Act, is deemed to be a new registration statement for each Registration Statement into which it is incorporated by reference.

On July 3, 2002, NutriSystem dismissed Arthur Andersen LLP as its independent auditor and appointed KPMG LLP to replace Arthur Andersen. Since NutriSystem’s former engagement partner and audit manager have left Andersen and in light of the cessation of Andersen’s SEC practice, NutriSystem has been unable to obtain Andersen’s written consent to the incorporation by reference into the Registration Statement of its audit report with respect to NutriSystem’s financial statements as of December 31, 2001 and 2000 and for the years then ended. Under these circumstances, Rule 437a under the Securities Act permits NutriSystem to file this Form 10-K without a written consent from Arthur Andersen. As a result, however, Arthur Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Andersen or any omission of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Andersen under Section 11(a) of the Securities Act for any purchases of securities under the Registration Statement made on or after the date of this Form 10-K. To the extent provided in Section 11(b) (3) (C) of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including the Company’s officers and directors, may still rely on Andersen’s original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11 (b) of the Securities Act.