EXHIBIT 23.2




                       CONSENT OF INDEPENDENT ACCOUNTANTS

         Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act"), provides that in case any part of a registration statement,
when such part became effective, contained an untrue statement of a material
fact, or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, any person acquiring
such security (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 with his consent statement, or 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 such accountant.

         The Company's consolidated financial statements for the year ending
December 31, 2001, included in this Form 10-K have been audited by Arthur
Andersen LLP ("Arthur Andersen"), who issued a report of Independent Public
Accountants ("Report") dated March 15, 2002, on these financial statements. This
report, a copy of which is included in this Form 10-K, is incorporated by
reference into the Company's previously filed Registration Statements on Form
S-8 Nos. 333-88111, 333-88115, 333-47810, 333-74878, and 333-74880 and on Form
S-3 No. 333-57456 (collectively, the "Registration Statements").

         On April 17, 2002, the Company dismissed Arthur Andersen as its
independent public accountants and engaged Ernst & Young LLP to serve as the
Company's independent public accountants for fiscal year 2002 (see the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 24, 2002). Arthur Andersen has ceased practicing before the Securities and
Exchange Commission. As a result, the Company has been unable to obtain the
written consent of Arthur Andersen to the inclusion of the Report in this Form
10-K or the incorporation by reference of the Report into the Registration
Statements. Under these circumstances, Rule 437a under the Securities Act
permits the Company to file this form 10-K, which is incorporated by reference
into the Registration Statements, without consent of Arthur Andersen. Because
Arthur Andersen has not consented to the inclusion of their Reports in the
Registration Statements, Arthur Andersen will not have any liability under
Section 11(a) of the Securities Act for any untrue statements of material fact
contained in the financial statements audited by Arthur Andersen and
incorporated by reference into the Registration Statements or any omission of a
material fact required to be stated therein. Accordingly, investors will not be
able to assert a claim against Arthur Andersen under Section 11(a) of the
Securities Act for any purchases of securities under the Registration Statements
made on or after the date of the Form 10-K.