EX-10.2



 




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 report with respect to our
consolidated financial statements as of and for the year ended
December 31, 2001 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)	
    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)	
    Form S-8 Registration Statement (File
    No. 333-9730), filed with the SEC on December 11, 1998;
    
	 
	 	(iv)	
    Form S-8 Registration Statement (File
    No. 333-10192), filed with the SEC on April 1, 1999;
    
	 
	 	(v)	
    Form S-8 Registration Statement (File
    No. 333-10326), filed with the SEC on May 7, 1999;
    
	 
	 	(vi)	
    Form S-8 Registration Statement (File
    No. 333-10578), filed with the SEC on July 13, 1999;
    
	 
	 	(vii)	
    Form S-8 Registration Statement (File
    No. 333-11092), filed with the SEC on November 4, 1999;
    
	 
	 	(viii)	
    Form S-8 Registration Statement (File
    No. 333-11388), filed with the SEC on January 24, 2000;
    
	 
	 	(ix)	
    Post-Effective Amendment No. 1 on
    Form S-8 to Form F-4 Registration Statement (File
    No. 333-93127), filed with the SEC on January 24, 2000;
    
	 
	 	(x)	
    Form F-3 Registration Statement (File
    No. 333-11784), filed with the SEC on April 4, 2000;
    









 




			
	 	(xi)	
    Form S-8 Registration Statement (File
    No. 333-11986), filed with the SEC on May 19, 2000;
    
	 
	 	(xii)	
    Form S-8 Registration Statement (File
    No. 333-11996), filed with the SEC on May 23, 2000;
    
	 
	 	(xiii)	
    Form S-8 Registration Statement (File
    No. 333-12516), filed with the SEC on September 12,
    2000;
    
	 
	 	(xiv)	
    Form S-8 Registration Statement (File
    No. 333-12864), filed with the SEC on November 15,
    2000;
    
	 
	 	(xv)	
    Form S-8 Registration Statement (File
    No. 333-13410), filed with the SEC on April 27, 2001;
    
	 
	 	(xvi)	
    Form S-8 Registration Statement (File
    No. 333-13554), filed with the SEC on May 24, 2001;
    
	 
	 	(xvii)	
    Form F-3 Registration Statement (File
    No. 333-13966), filed with the SEC on September 28,
    2001;
    
	 
	 	(xviii)	
    Form F-3 Registration Statement (File
    No. 333-14004), filed with the SEC on October 12, 2001;
    
	 
	 	(xix)	
    Form S-8 Registration Statement (File
    No. 333-14016), filed with the SEC on October 17, 2001;
    
	 
	 	(xx)	
    Post-Effective Amendment No. 1 on
    Form S-8 to Form F-4 Registration Statement (File
    No. 333-82930), as amended, initially filed with the SEC on
    February 15, 2002;
    
	 
	 	(xxi)	
    Form S-8 Registration Statement (File
    No. 333-89466), filed with the SEC on May 31, 2002; and
    
	 
	 	(xxii)	
    Form S-8 Registration Statement (File
    No. 333-98075), 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.