E9-7354. Submission 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.

Extension:

Form D and Regulation D, OMB Control No. 3235-0076, SEC File No. 270-72.

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 a request for extension of the previously approved collection of information discussed below.

Regulation D (17 CFR 230.501 et seq.) sets forth rules governing the limited offer and sale of securities without Securities Act registration. Those relying on Regulation D must file Form D (17 CFR 239.500). The purpose of the Form D is to collect empirical data, which provides a continuing basis for action by the Commission either in terms of amending existing rules and regulations or proposing new ones. In addition, the form allows the Commission to elicit information necessary to assess the effectiveness of Regulation D and Section 4(6) of the Securities Act of 1933 (U.S.C. 77d(6)) as capital-raising devices. Form D information is required to obtain or retain benefits under Regulation D. Approximately 25,000 issuers file Form D and it takes approximately 4 hours per response. We estimate that 25% of the 4 hours per response (1 hour per response) is prepared by the issuer for an estimated annual reporting burden of 25,000 hours (1 hour per response × 25,000 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 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 or send an e-mail to [e-mail]; and (ii) Charles Boucher, Director/CIO, 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: March 27, 2009.

Florence E. Harmon,

Deputy Secretary.