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                                                                    EXHIBIT 10.2

                          NOTICE REGARDING CONSENT OF
                       MEMBER FIRM OF ANDERSEN WORLDWIDE

     Section 11(a) of the Securities Act of 1933 provides that in case any part
of a registration statement, when such part became effective, contained an
untrue statement of a material fact, or omitted 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, an accountant who has
with his consent been named as having certified any part of the registration
statement, or as having prepared any report which is used in connection with the
registration statement.

     Until December 31, 2001, the consolidated financial statements filed in our
annual report on Form 20-F were audited by Barbier Frinault & Autres, a Member
Firm of Andersen Worldwide. After reasonable efforts, we have been unable to
obtain Barbier Frinault & Autres' written consent to the incorporation by
reference of its audit report with respect to our consolidated financial
statements as of and for the years ended December 31, 2001 and 2000 into our
previously filed registration statements:

     (i)    The Form S-8 Registration Statement (File no. 333-7830) for Alcatel
            Alstom Compagnie Generale d'Electricite, S.A. (now Alcatel), filed
            with the Securities and Exchange Commission (the "SEC") on October
            23, 1997;

     (ii)   The Post-Effective Amendment No. 1 on Form S-8 to Form F-4
            Registration Statement (File no. 333-59985) for Alcatel Alstom
            Generale d'Electricite, S.A. (now Alcatel), filed with the SEC on
            September 8, 1998;

     (iii)  The Form S-8 Registration Statement (File no. 333-9730) for Alcatel,
            filed with the SEC on December 11, 1998;

     (iv)   The Form S-8 Registration Statement (File no. 333-10192) for
            Alcatel, filed with the SEC on April 1, 1999;

     (v)   The Form S-8 Registration Statement (File no. 333-10326) for Alcatel,
           filed with the SEC on May 7, 1999;

     (vi)   The Form S-8 Registration Statement (File no. 333-10578) for
            Alcatel, filed with the SEC on July 13, 1999;

     (vii)  The Form S-8 Registration Statement (File no. 333-11092) for
            Alcatel, filed with the SEC on November 4, 1999;

     (viii) The Form S-8 Registration Statement (File no. 333-11388) for
            Alcatel, filed with the SEC on January 24, 2000;

     (ix)   The Post-Effective Amendment No. 1 on Form S-8 to Form F-4
            Registration Statement (File no. 333-93127) for Alcatel, filed with
            the SEC on January 24, 2000;

     (x)   The Form F-3 Registration Statement (File no. 333-11784) for Alcatel,
           filed with the SEC on April 4, 2000;

     (xi)   The Form S-8 Registration Statement (File No. 333-11986) for
            Alcatel, filed with the SEC on May 19, 2000;

     (xii)  The Form S-8 Registration Statement (File No. 333-11996) for
            Alcatel, filed with the SEC on May 23, 2000;

     (xiii) The Form S-8 Registration Statement (File no. 333-12516) for
            Alcatel, filed with the SEC on September 12, 2000;

     (xiv) The Form S-8 Registration Statement (File no. 333-12864) for Alcatel,
           filed with the SEC on November 15, 2000;

     (xv)  The Form S-8 Registration Statement (File no. 333-13410) for Alcatel,
           filed with the SEC on April 27, 2001;

     (xvi) The Form S-8 Registration Statement (File no. 333-13554) for Alcatel,
           filed with the SEC on May 24, 2001;

     (xvii) The Form F-3 Registration Statement (File no. 333-13966) for
            Alcatel, filed with the SEC on September 28, 2001;

     (xviii) The Form F-3 Registration Statement (File no. 333-14004) for
             Alcatel, filed with the SEC on October 12, 2001;

     (xix) The Form S-8 Registration Statement (File no. 333-14016) for Alcatel,
           filed with the SEC on October 17, 2001;

     (xx)  The Post-Effective Amendment No. 1 on Form S-8 to Form F-4
           Registration Statement (File no. 333-82930), as amended, for Alcatel,
           initially filed with the SEC on February 15, 2002;

     (xxi) The Form S-8 Registration Statement (File no. 333-89466) for Alcatel,
           filed with the SEC on May 31, 2002; and

     (xxii) The Form S-8 Registration Statement (File no. 333-98075) for
            Alcatel, filed with the SEC on August 14, 2002.

Such audit report is included in this Form 20-F.

     Under these circumstances, Rule 437a under the Securities Act of 1933
permits us to file this Form 20-F, which is incorporated by reference into the
above listed registration statements, without a written consent from Barbier
Frinault & Autres. However, as a result, Barbier Frinault & Autres 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
Barbier Frinault & Autres or any omissions of a material fact required to be
stated therein. Accordingly, you would be unable to assert a claim against
Barbier Frinault & Autres under Section 11(a) of the Securities Act.