04-15785. Proposed Collection; Comment Request

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

Extension:

Regulation A (Forms 1-A and 2-A); OMB Control No. 3235-0286; SEC File No. 270-110.

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

Regulation A (OMB Control No. 3235-0286; SEC File No. 270-110) provides an exemption from registration under the Securities Act for certain limited securities offerings by issuers who do not otherwise file reports with the Commission. Form 1-A is an offering statement filed under Regulation A. Form 2-A is used to report sales and used of proceeds in Regulation A offerings. Approximately 165 issuers file Forms 1-A and 2-A. It is estimated that Form 1-A takes 608 hours to prepare, Form 2-A takes 12 hours to prepare and Regulation A takes one administrative hour to review for a total of 621 hours per response. The total annual burden hours are 102,465. It is estimated that 75% of the 102,465 total burden hours (76,849 burden hours) would be prepared by the company.

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: July 6, 2004.

Margaret H. McFarland,

Deputy Secretary.