04-7932. Public Company Accounting Oversight Board; Notice of Filing of Proposed Rule and Form Governing Withdrawal From Registration

April 2, 2004.

Pursuant to section 107(b) of the Sarbanes-Oxley Act of 2002 (“Act”), notice is hereby given that on October 15, 2003, the Public Company Accounting Oversight Board (“Board” or “PCAOB”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule and form preparation instructions described in items I and II below, which items have been prepared by the Board. The Commission is publishing this notice to solicit comments on the proposed rule and form preparation instructions from interested persons.

I. Board's Statement of the Terms of Substance of the Proposed Rule

The PCAOB proposes to adopt a rule for public accounting firms registered with the Board to implement section 102 of the Act. The proposal consists of a rule (PCAOB Rule 2107) and instructions to prepare a form (PCAOB Form 1-WD). The text of the proposed rule and form preparation instructions are available for inspection at the Office of the Secretary, the PCAOB, the Commission's Public Reference Room and on the PCAOB's Internet Web site at http://www.pcaobus.org/​pcaob_​rulemaking.htm.

II. Board's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule

(A) Purpose

Section 102 of the Act makes it unlawful for any person that is not a public accounting firm registered with the Board to prepare or issue, or to participate in the preparation or issuance of, any audit report with respect to any issuer. The Board has previously adopted, and the Commission has approved, rules governing the process by which a public accounting firm becomes registered with the Board. The proposed rule would govern the process by which a firm, once registered, may withdraw such registration.

(B) Statutory Basis

The statutory basis for the proposed rule is Title I of the Act.

III. Date of Effectiveness of the Proposed Rule and Timing for Commission Action

Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding, or (ii) as to which the Board consents, the Commission will:

(A) By order approve such proposed rule and form preparation instructions; or

(B) Institute proceedings to determine whether the proposed rule and form preparation instructions should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rules are consistent with the Act. Comments may be submitted electronically or by paper. Electronic comments may be submitted by: (1) Electronic form on the SEC Web site (http://www.sec.gov) or (2) e-mail to [e-mail]. Mail paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File No. PCAOB-2003-09; this file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. We do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All comments should be submitted on or before April 29, 2004.

By the Commission.

J. Lynn Taylor,

Assistant Secretary.