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 June 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
July 31, 2002. For more information, see the Company's current report on Form
8-K, filed with the SEC on June 6, 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 July 31,
2001 and 2000 into our previously filed registration statements (Nos. 333-67527,
333-51607, 333-20673, 333-01789, 33-87782, 333-53802 and 333-53804) 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.