E6-11498. Submission for OMB Review; Comment Request

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

Extension: Rule 17Ac2-2; SEC File No. 270-298; OMB Control No. 3235-0337; Form TA-2; SEC File No. 270-298; OMB Control No. 3235-0337.

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.

Rule 17Ac2-2 and Form TA-2; OMB Control No. 3235-0337; SEC File No. 270-298

Rule 17Ac2-2 (17 CFR 240.17Ac2-2) and Form TA-2 (15 CFR 249b.102) under the Securities Exchange Act of 1934 (17 U.S.C. 78a et seq.) require transfer agents to file an annual report of their business activities with the Commission. The amount of time needed to comply with the requirements of Rule 17Ac2-2 and Form TA-2 varies. From the total 786 registered transfer agents, approximately 197 registrants would be required to complete only Questions 1 through 4 and the signature section of amended Form TA-2, which we estimate would take each registrant about 30 minutes, for a total burden of 99 hours (197 × .5 hours). Approximately 262 registrants would be required to answer Questions 1 through 5, 10, and 11 and the signature section, which we estimate would take about 1 hour and 30 minutes, for a total of 393 hours (262 × 1.5 hours). The remaining registrants, approximately 327, would be required to complete the entire Form TA-2, which we estimate would take about 6 hours, for a total of 1,962 hours (327 × 6 hours). We estimate that the total burden would be 2,454 hours (99 hours + 393 hours + 1,962 hours).

We estimate that the total cost of reviewing and entering the information reported on the Forms TA-2 for respondents is $31.50 per hour. The Commission estimates that the total cost would be $77,301.00 annually ($31.50 × 2,454).

Rule 17Ac2-2 does not involve the collection of confidential information. Please note that 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.

General comments regarding the estimated burden hours should be directed to the following persons: (i) David Rostker, 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 by sending an e-mail to: [e-mail]; and (ii) R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312; or by sending an e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

Dated: June 29, 2006

J. Lynn Taylor,

Assistant Secretary.