##### 



EXHIBIT 23.2

NOTICE REGARDING LACK OF CONSENT OF ARTHUR ANDERSEN

On May 15, 2002, XO Communications (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 December 31, 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
December 31, 2000 and December 31, 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 February 6, 2002 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 No. 333-103428), 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 February 6, 2002 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.



---

|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.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------