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 part of a registration  statement at the
  time it becomes effective  contains an untrue statement of a material fact, or
  omits 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 assert a claim
  against,  among others,  an accountant who has consented to be named as having
  certified  any part of the  registration  statement or as having  prepared any
  report for use in connection with the registration statement.

             In April 2002,  the Company  announced that the Board of Directors,
  upon  recommendation  of its Audit  Committee,  ended the engagement of Arthur
  Andersen LLP as the Company's independent public accountants, and engaged KPMG
  LLP to serve as the Company's  independent  public  accountants for the fiscal
  year ending December 31, 2002. For more information, see the Company's current
  report on Form 8-K, filed with the SEC on April 18, 2002.

            After reasonable  efforts, we have been unable to obtain the consent
  of Arthur  Andersen,  our former  independent  public  accountants,  as to the
incorporation  by reference of their report for our fiscal years ended  December
31,2001  and 2000  into  our  previously  filed  registration  statements  (Nos.
33-65772,  333-32731,  33-74408,  33-54881,  333-40717,   333-37533,  333-13475,
333-65373,  333-55747,  33-83223, 333-45518,  333-73046, 33-76496, 333-91058 and
333-86080)  under the  Securities  Act,  and we have not filed that consent with
this Annual Report on Form 10-K in reliance on Rule 437a of the  Securities  Act
of 1933. Because we have not been able to obtain Arthur Andersen's consent,  you
will not be able to recover  against  Arthur  Andersen  under  Section 11 of the
Securities  Act for any untrue  statements of a material  fact  contained in our
financial  statements  audited by Arthur  Andersen or any  omissions  to state a
material fact required to be stated therein.