EXHIBIT 23.2

               NOTICE REGARDING LACK OF CONSENT OF ARTHUR ANDERSEN

     On May 9, 2002, The Fairchild Corporation (the "Company") dismissed Arthur
Andersen LLP as its independent auditors and retained Ernst & Young LLP as its
new auditors. Ernst & Young audited the financial statements of the Company as
of and for the fiscal year ended June 30, 2002 and issued their report with
respect thereto. However, after reasonable efforts, the Company has been unable
to obtain from Arthur Andersen a reissued audit report with respect to the
financial statements of the Company as of and for the fiscal years ended June
30, 2000 and June, 2001 (the fiscal 2000 and 2001 financial statements). In
accordance with recently-adopted regulations of the Securities and Exchange
Commission, the Company has filed with this Annual Report on Form 10-K a copy of
the previously-issued audit report dated September 7, 2001 of Arthur Andersen
with respect to the fiscal 2000 and 2001 financial statements. Because this
Annual Report on Form 10-K is incorporated by reference into the Company's
previously filed registration statements (File Nos. 35-27317, 33-21698,
33-06183, 333-49779, and 333-62037), it is deemed to be a new registration
statement relating to the securities offered therein. After reasonable efforts,
the Company has been unable to obtain Arthur Andersen's written consent to the
incorporation by reference of its September 7, 2001 audit report into those
registration statements. As a result, Arthur Andersen may not have any liability
under Section 11(a) of the Securities Act1 for any untrue statements of a
material fact contained in the fiscal 2000 and 2001 financial statements or any
omissions of a material fact required to be stated therein. Accordingly, persons
acquiring securities under those registration statements may be unable to assert
a claim against Arthur Andersen under Section 11(a) of the Securities Act.

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1   Section 11(a) of the Securities Act 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.