**EXHIBIT 23.2**

 

**STATEMENT REGARDING LACK OF CONSENT FROM ARTHUR ANDERSEN LLP**

 

Section 11(a) of the Securities Act of 1933, as amended (the “SecuritiesAct”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make thestatements 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, everyaccountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect tothe statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant. 

 

This Annual Report on Form 10-K is incorporated by reference into Registration Statements on Form S-8 (File Nos. 333-46246 and 333-48690) (collectively,the “Registration Statements”) of PECO II, Inc. (the “Company”) and, for purposes of determining any liability under the Securities Act, is deemed to be a new registration statement for each Registration Statement into which itis incorporated by reference. 

 

As recommended by theCompany’s Audit Committee, the Company’s Board of Directors on June 24, 2002 decided to dismiss Arthur Andersen LLP (“Andersen”) as the Company’s independent accountants. See the Company’s Current Report on Form 8-Kfiled with the Securities and Exchange Commission (“SEC”) on June 24, 2002 for more information. After reasonable efforts, the Company has been unable to obtain Andersen’s written consent to the incorporation by reference into theRegistration Statements of its audit reports with respect to the Company’s financial statements as of and for the years ended December 31, 2001 and 2000. 

 

Under these circumstances, Rule 437a under the Securities Act permits the Company to file this Form 10-K without a written consent from Andersen.However, as a result, with respect to transactions in the Company’s securities pursuant to the Registration Statements that occur subsequent to the date this Annual Report on Form 10-K is filed with the SEC, Andersen will not have any liabilityunder Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would be unable toassert a claim against Andersen under Section 11(a) of the Securities Act because it has not consented to the incorporation by reference of its previously issued reports into the Registration Statements. To the extent provided in Section 11(b)(3)(C)of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including the Company’s officers and directors, may still rely on Andersen’s original audit reports as being made by an expert forpurposes of establishing a due diligence defense under Section 11(b) of the Securities Act.