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 Statements on Form S-3 (Nos.
333-86072 and 333-111527). 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.