E9-3238. Proposed Collection; Comment Request

Upon Written Request, Copies Available From:Securities and Exchange Commission,Office of Investor Education and Advocacy,Washington, DC 20549-0213.

Extension:

Form 8-K; OMB Control No. 3235-0060; SEC File No. 270-50.

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

Form 8-K (17 CFR 249.308) is filed by issuers to satisfy their current reporting obligations pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m and 78o(d)) in connection with the occurrence of significant corporate events. The purpose of Form 8-K is to provide investors with prompt disclosure of material information so that investors will be able to make investment and voting decisions better informed and receive information more timely. We estimate that Form 8-K takes 5 hours per response and is filed by 13,200 issuers 8.2 times annually for a total of 108,424 responses annually. We estimate that 75% of the 5 hours per response (3.75 hours) is prepared by the issuer for a total annual reporting burden of 406,590 hours (3.75 hours per response x 108,424 responses).

Written comments are invited on: (a) Whether this collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comments to Charles Boucher, Director/CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: [e-mail].

Dated: February 10, 2009.

Florence E. Harmon

Deputy Secretary.