EXHIBIT 23.2
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
   
  As independent public accountants, we hereby consent to the use of our
report for the Gas Business, a business unit of Western Resources, Inc., dated
February 4, 1997, and to all references to our Firm included in or made a part
of this Amendment No. 2 to the Registration Statement and related Prospectus.
    
/s/ Arthur Andersen LLP
 
Kansas City, Missouri
   
July 23, 1997