E7-17940. Proposed Collections; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0123.

Extensions:

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.

Under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) Forms 3, 4 and 5 (17 CFR 249.103, 249.104 and 249.105) are filed by insiders of public companies that have a class of securities registered under Section 12 of the Exchange Act (15 U.S.C. 78 l). 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 insiders file Form 3 annually and it takes approximately .5 hours to prepare for a total of 14,500 annual burden hours. Approximately 225,000 insiders file Form 4 annually and it takes approximately .5 hours to prepare for a total of 112,500 annual burden hours. Approximately 9,000 insiders file Form 5 annually and it takes approximately one hour to prepare for a total of 9,000 annual burden hours.

Written comments are invited on: (a) Whether these proposed 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 imposed by 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 R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: [e-mail].

September 5, 2007.

Florence E. Harmon,

Deputy Secretary.