01-21556. 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 3, OMB Control No. 3235-0104; SEC File No. 270-125.

Form 4, OMB Control No. 3235-0287; SEC File No. 270-126.

Form 5, OMB Control No. 3235-0362; SEC File No. 270-323.

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

Forms 3, 4 and 5 are filed by insiders of public companies that have a class of securities registered under section 12 of Securities Exchange Act of 1934 (“Exchange Act”). Form 3 is an initial statement of beneficial ownership of securities, Form 4 is a statement of changes in beneficial ownership of securities and Form 5 is an annual statement of beneficial ownership of securities. Approximately 29,000 issuers file Form 3 annually for a total of 14,500 annual burden hours. Approximately 70,204 issuers file Form 4 annually for a total of 35,102 annual burden hours. Approximately 43,500 issuers file Form 5 annually for a total of 43,500 annual burden hours.

Written comments are invited on: (a) Whether these collections of information are 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 collections of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collections 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 Michael E. Bartell, Associate Excutive Director, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549.

Dated: August 14, 2001.

Margaret H. McFarland.

Deputy Secretary.