03-20593. 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 U-7D, SEC File No. 270-75, OMB Control No. 3235-0165.

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

Form U-7D is used to file the certificate required by rule 7(D)(5) (17 CFR 250.7), under the Public Utility Holding Company Act of 1935 (“Act”) 15 U.S.C. 79 et seq., to establish the exempt status of financing entities which own assets leased to electric or gas utility companies for the use in the lessee's utility business. Unless it claims the exemption authorized by those sections and provides sufficient information to meet the statutory tests for the exemption, such financing company would meet the statutory definition of electric or gas utility company, under Section 2(a)(3) (“electric”) or Section 2(a)(4) (“gas”) of the Act, and such financing company would consequently be subject to regulation under the Act. Without the information provided on Form U-7D, the Commission would not have adequate access to the data used to establish that the filing company meets the requirements for exemption.

Respondents to the request for information in Form U-7D are registered public utility holding companies and their financing subsidiaries. Respondents must file a Form U-7D in order to receive exempt status. We estimate the average time to prepare the information required by Form U-7D at 3 hours per response based on our informal questioning selected respondents. Since there are approximately 8 respondents who file each year, the total annual respondent reporting burden is 24 hours at $115 per hour.

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 Kenneth A. Fogash, Acting Associate Executive Director/CIO, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

Dated: August 6, 2003.

Margaret H. McFarland,

Deputy Secretary.