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 any part of a  registration  statement  at the time  such part
becomes  effective  contains an 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  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 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 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 the accountant.

On August 27, 2001, Main Street and Main Incorporated (the "Company")  dismissed
Arthur Andersen LLP  ("Andersen") as its independent  auditor and appointed KPMG
LLP to  replace  Andersen.  Prior to the date of this  Form  S-8,  the  Andersen
partner and  engagement  team who  reviewed  the most recent  audited  financial
statements of the Company departed from Andersen.  As a result, after reasonable
efforts, the Company has been unable to obtain Andersen's written consent to the
incorporation by reference in this  registration  statement of Andersen's report
dated March 12, 2001  appearing in the  Company's  Form 10-K for the fiscal year
ended  December 25, 2000,  and to all  references  to Andersen  included in this
registration statement.

Under these  circumstances,  Rule 437a of the Securities Act permits the Company
to file this Form S-8  without a written  consent  from  Andersen.  Accordingly,
Andersen will not be liable to those persons  purchasing  the shares  registered
under this  registration  statement,  under Section 11(a) of the  Securities Act
because  Andersen has not  consented to the  incorporation  by reference in this
registration  statement  of its report  dated  March 12, 2001  appearing  in the
Company's  Form 10-K for the fiscal year ended  December 25,  2000.  The Company
believes,  however, that other persons who are liable under Section 11(a) of the
Securities Act, including the Company's  officers and directors,  may still rely
on  Andersen's  audit reports as being made by an expert under the due diligence
defense  provision of Section 11(b) of the Securities  Act. The law in this area
remains unsettled, however, and no assurance can be given that a court will find
such reliance to be justified.