EXHIBIT 23.2



           NOTICE REGARDING OMISSION OF CONSENT OF ARTHUR ANDERSEN LLP

     The report of Arthur Andersen LLP dated February 27, 2002 relating to
certain of the financial statements that appear in this Annual Report on Form
10-K, is incorporated by reference into our Registration Statements on Form S-8
(Nos. 333-87715, 333-39129, 333-59859, 33-85272, 33-94972, 333-41954, 333-54010,
333-63156 and 333-100094) and our Registration Statement on Form S-3 (No.
333-86072). Arthur Andersen LLP has not consented to the incorporation by
reference of their report on our financial statements into those registration
statements. We have dispensed with the requirement to file their consent in
reliance upon Rule 437a under the Securities Act of 1933. Because Arthur
Andersen LLP has not consented to the incorporation by reference of their report
into those registration statements, you will not be able to recover against
Arthur Andersen LLP under Section 11(a) of the Securities Act of 1933, as
amended.

     Section 11(a) provides that if any part of a registration statement, at the
time such registration statement becomes effective, contains any untrue
statement of a material fact or omits 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 such
person knows 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 that is used in connection with the registration statement,
with respect to the statement in such registration statement, report or
valuation that purports to have been prepared or certified by the accountant.

     Because we are unable to obtain Arthur Andersen's written consent to the
incorporation by reference of their report on such financial statements, Rule
437a permits us to file registration statements without that written consent.
Because it did not consent, Arthur Andersen does not become subject to liability
under Section 11(a), as discussed above. Consequently, stockholders would be
unable to sue Arthur Andersen under Section 11(a) in connection with the
purchase or sale of securities. However, other persons who are subject to
liability under Section 11, including the Company's officer and directors, may
still rely on Arthur 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.