04-4272. Order Approving Public Company Accounting Oversight Board Budget and Annual Accounting Support Fee for Calendar Year 2004

The Sarbanes-Oxley Act of 2002 (the “Act”) established the Public Company Accounting Oversight Board (“PCAOB”) to oversee the audits of public companies and related matters, to protect investors, and to further the public interest in the preparation of informative, accurate and independent audit reports. The PCAOB is to accomplish these goals through registration of public accounting firms and standard setting, inspection, and disciplinary programs. Section 109 of the Act provides that the PCAOB shall establish a reasonable annual accounting support fee, as may be necessary or appropriate to establish and maintain the PCAOB. Section 109(h) amends section 13(b)(2) of the Securities Exchange Act of 1934 to require issuers to pay the allocable share of a reasonable annual accounting support fee or fees, determined in accordance with section 109 of the Act. Under section 109(f), the aggregate annual accounting support fee shall not exceed the PCAOB's aggregate “recoverable budget expenses,” which may include operating, capital and accrued items. Section 109(b) of the Act directs the PCAOB to establish a budget for each fiscal year in accordance with the PCAOB's internal procedures, subject to approval by the Commission.

The PCAOB adopted a budget for calendar year 2004 at an open meeting on November 25, 2003, and submitted that budget to the Commission for approval on November 26, 2003. In accordance with its responsibilities to oversee the PCAOB, the Commission has reviewed the budget proposed by the PCAOB for 2004 and its aggregate accounting support fee for 2004, which will fund the PCAOB's expenditures. During the course of that review, among other things, we reviewed and relied upon representations and supporting documentation from the PCAOB. The Commission did not identify any proposed disbursements in the budget that are not properly recoverable through the annual accounting support fee, and the Commission believes that the aggregate proposed 2004 annual accounting support fee does not exceed the PCAOB's aggregate recoverable budget expenses for 2004. After its review, the Commission determined that the PCAOB's 2004 budget and annual accounting support fee are consistent with section 109 of the Act. Accordingly,

It is ordered, pursuant to section 109 of the act, that the PCAOB budget and annual accounting support fee for calendar year 2004 are approved.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.