EXHIBIT 23.2



    NOTICE OF CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS


Arthur Andersen LLP audited the financial statements for and as of the year
ended December 31, 2001. These financial statements are incorporated by
reference into the following registration statements under the Securities Act of
1933, as amended (the "1933 Act"): Form S-8 (Nos. 333-08575, 333-14745,
333-75199, 333-77911, 333-84641, 333-65857, 333-91111, 333-38364, 333-44224,
333-46998, 333-47000, 333-64424, 333-64426, 333-100575, 333-100576, 333-108791,
333-106269 and 333-108788) and Form S-4 (No. 333-106269).

After reasonable efforts, the Company has not been able to obtain the written
consent of Arthur Andersen LLP to the incorporation by reference of its audit
report dated January 29, 2002 into our registration statements under the 1933
Act. The absence of such consent may limit recovery by investors on certain
claims, including the inability of investors to assert claims against Arthur
Andersen LLP under Section 11 of the 1933 Act for any untrue statements of a
material fact contained, or any omissions to state a material fact required to
be stated, in those audited financial statements. In addition, the ability of
Arthur Andersen LLP to satisfy any claims (including claims arising from Arthur
Andersen's LLP provision of auditing and other services to the Company) may be
limited.