<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>dex232.txt
<DESCRIPTION>NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.2

                NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the Securities Act of 1933, as amended (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.

     On June 25, 2002, the trust announced the termination of its engagement of
Arthur Andersen LLP as its independent auditors upon the trustee's appointment
of KPMG LLP to serve as the trust's independent auditors for fiscal 2002. For
more information, see the trust's current report on Form 8-K dated June 25, 2002
filed with the Securities and Exchange Commission on June 28, 2002.

     After reasonable efforts, the trust has been unable to obtain the consent
of Arthur Andersen, the trust's former independent auditors, as to the
incorporation by reference of their report for the years ended December 31, 2001
and 2000 into the trust's and XTO Energy Inc.'s previously filed registration
statement (No. 333-56983) and XTO Energy Inc.'s previously filed registration
statements (Nos. 33-55784 and 333-91460) under the Securities Act, and the trust
has not filed that consent with this Annual Report on Form 10-K in reliance on
Rule 437a of the Securities Act of 1933. Because the trust has not been able to
obtain Arthur Andersen's consent, you will not be able to recover against Arthur
Andersen under Section 11 of the Securities Act for any untrue statements of a
material fact contained in our financial statements audited by Arthur Andersen
or any omissions to state a material fact required to be stated therein.


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