E8-3041. Submissions for OMB Review; Comment Request;

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

Extensions:

Rule 163; OMB Control No. 3235-0619; SEC File No. 270-556.

Rule 173; OMB Control No. 3235-0618; SEC File No. 270-557.

Rule 433; OMB Control No. 3235-0617; SEC File No. 270-558.

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”) has submitted to the Office of Management and Budget these requests for extension of the previously approved collections of information discussed below.

Rule 163 (17 CFR 230.163) provides an exemption from Section 5(c) (15 U.S.C. 77e(c)) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) for certain communications by or on behalf of a well-known seasoned issuer. The information filed under Rule 163 is publicly available. We estimate that it takes approximately .24 burden hours per response to provide the information required under Rule 163 and that the information is filed by 53 respondents for a total annual reporting burden of approximately 13 hours. We estimate that 25% of .24 hours per response (.06 hours) is prepared by the company for a total annual burden of approximately 3 hours (.06 hours per response × 53 responses).

Rule 173 (17 CFR 230.173) provides a notice of registration to investors who purchased securities in a registered offering under the Securities Act of 1933 (15 U.S.C. 77a et seq.). The Rule 173 notice must be provided by each underwriter or dealer to each purchaser of securities. We estimate that it takes approximately .01 hour per response to provide the information required under Rule 173 and that the information is filed by 5,338 companies approximately 43,546 times a year for a total of approximately 232,448,548 responses. We estimate that the total annual reporting burden for Rule 173 is approximately 2,324,485 hours (.01 hours per response × 232,448,548 responses).

Rule 433 (17 CFR 230.433) governs the use and filing of free writing prospectuses under the Securities Act of 1933 (15 U.S.C. 77a et seq.). The purpose of Rule 433 is to reduce restrictions on communications that companies can make to investors during a registered offering, while still maintaining a high level of investor protection. A free writing prospectus meeting the conditions of Rule 433(d)(1) must be filed with the Commission and is publicly available. We estimate that it takes approximately 1.3 burden hours per response to prepare a free writing prospectus and that the information is filed by 2,906 companies approximately 1.25 times a year for a total of approximately 3,633 responses. We estimate that 25% of the 1.3 burden hours per response (.32 hours) is prepared by the company for total annual reporting burden of approximately 1,163 hours (.32 hours × 3,633 responses).

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

Written comments regarding the above information should be directed to the following person: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or send an e-mail to [e-mail]; and (ii) R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

Dated: February 12, 2008.

Florence E. Harmon,

Deputy Secretary.