EXHIBIT 23.2


                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the Securities  Act of 1933, as amended,  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.

     On April 24, 2002, the Board of Directors of Factory 2-U Stores,  Inc. (the
"Company"), upon recommendation of its Audit Committee, decided not to renew the
engagement  of  Arthur  Andersen  LLP  ("Arthur   Andersen")  as  the  Company's
independent  public  accountants  for the fiscal year ended February 1, 2003 and
authorized  the  engagement  of  Ernst & Young  LLP to  serve  as the  Company's
independent public accountants.  For additional  information,  see the Company's
Current Reports on Form 8-K filed with the Securities and Exchange Commission on
May 1, 2002 and May 8, 2002.

     After  reasonable  efforts,  the Company  has been unable to obtain  Arthur
Andersen's  written consent to the incorporation by reference into the Company's
registration  statements  on Form  S-3  (Nos.  333-105011  and  333-108809)  and
registration  statements on Form S-8 (Nos. 333-76011,  333-89267,  333-94123 and
333-40682)  of which this  Exhibit  is a part and the  related  prospectus  (the
"Registration  Statement") of Arthur Andersen's audit report with respect to the
Company's   financial   statements   as  of  February   2,  2002.   Under  these
circumstances,  Rule 437a under the  Securities  Act permits the Company to file
this registration statement without a written consent from Arthur Andersen. As a
result, with respect to transactions in the Company's securities pursuant to the
Registration  Statement,  Arthur  Andersen  will not have  any  liability  under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained  in  the  financial  statements  audited  by  Arthur  Andersen  or any
omissions of a material fact  required to be stated  therein.  Accordingly,  you
would be unable to assert a claim against Arthur Andersen under Section 11(a) of
the Securities Act.