04-5272. 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 U-6B-2, SEC File No. 270-169, OMB Control No. 3235-0163.

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 (the “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 (“OMB”) for extension and approval.

The Public Utility Holding Company Act of 1935 (15 U.S.C. section 79a et seq.) requires the filing of an application and/or declaration on Form U-1 for prior Commission approval both for the issue and sale of a security and its acquisition by a company in a registered holding company system.^[1] Section 6(b) provides that the Commission shall exempt from the requirement of filing a declaration on Form U-1, by rules and regulations or orders and subject to such terms and conditions, as it deems appropriate in the public interest or for the protection of investors or consumers, certain security issuances and sales.

Section 6(b) also contains a reporting requirement. It directs the issuer of securities exempted under section 6(b) to file with the Commission within ten days of the issue or sale a certificate of notification and directs the Commission to prescribe the form of and information required in this certificate. Rule 20(d) (17 CFR 250.20d) prescribes Form U-6B-2 as the form of certificate of notification to be filed pursuant to section 6(b). Form U-6B-2 is also prescribed by rule 52(c) (17 CFR 250.52 (c)) and rule 47(b) (17 CFR 250. 47(b)) as the form of certificate of notification to be filed by a public utility subsidiary company of a registered holding company to notify the Commission of exempt issuances and sales of securities under rule 52 Exemption of Issue and Sale of Certain Securities approved by state commissions and rule 47 Exemption of Public Utility Subsidiaries as to Certain Securities Issued to the Rural Electrification Administration. The Commission receives about 177 Form U-6B-2s per year from 67 respondents who each file once, which imposes an annual burden of about 177 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 R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549.

Dated: March 3, 2004.

Jill M. Peterson,

Assistant Secretary.

Footnotes

1.  See section 6(a) (requiring prior Commission approval under the standards of section 7 for the issue and sale of securities) and section 9(a)(1) (requiring prior Commission approval under the standards of section 10 for the acquisition of securities).