04-3942. Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549-0004.

Extension:

Rules 1(a) and 1(b) and Forms U5A and U5B, SEC File No.270-168, OMB Control No. 3235-0170.

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 (“OMB”) a request for extension of the matters relating to the previously approved collections of information discussed below.

Form U5A, [17 CFR 259.5a] under the Public Utility Holding Company Act of 1935, as amended (“Act”), 15 U.S.C. 79, et seq., is a registration notification required to be filed under Rule 1(a) of the Act by any person proposing to become a registered holding company to notify the Commission of that fact. Form U5B [17 CFR 259.5b] under the Act is a registration statement required to be filed under Rule 1(b) by every registered holding company within 90 days of registration.

Rules 1(a) and (b) require the information collection prescribed by Forms U5A and U5B. The Commission estimates that the total annual reporting and recordkeeping burden of collections for Forms U5A and U5B is 320 hours (4 combined response x 80 hours = 320 hours).

The estimate of average burden hours are made for purposes of the Paperwork Reduction Act and are not derived from a comprehensive or representative survey or study of the costs of complying with the requirements of Commission rules and forms.

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

Please direct general comments regarding the above information to the following persons: (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; and (ii) R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW, Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.

Dated: February 13, 2004.

Margaret H. McFarland,

Deputy Secretary.