01-5401. Proposed Collection; Comment Request

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

Extension:

Form S-3, OMB Control No. 3235-0073, SEC File No. 270-61

Form S-8, OMB Control No. 3235-0066, SEC File No. 270-66

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 collections of information summarized below. The Commission plans to submit these existing collections of information to the Office of Management and Budget for extension and approval.

Form S-3 is used by issuers to register securities pursuant to the Securities Act of 1933. Form S-3 gives investors the necessary information to make investment decisions regarding securities offered to the public. Approximately 3,483 issuers file Form S-3 at an estimated 398 hours per response for a total annual burden of 1,385,934 hours.

Form S-8 is a primary registration statement used by qualified registrants to register securities issued in connection with employees benefit plans. It is estimated that 1,660 issuers file Form S-8 annually at estimated 24 hours per response for a total annual burden of 39,840 hours.

Written comments are invited on: (a) Whether the proposed 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 of 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 Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549.

Dated: February 26, 2001.

Margaret H. McFarland,

Deputy Secretary.