04-6263. 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 1(c) and Form U5S; SEC File No. 270-168; and OMB Control No. 3235-0164.

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.

Under rule 1(c) and section 14 of the Public Utility Holding Company Act of 1935 (“Act”), Form U5S must be filed annually by all registered holding companies. Form U5S contains broad ranging information such as a description of system companies, acquisitions and sales of utility assets, securities transactions, and other information necessary for the staff to ascertain compliance with the Act. The 33 annual responses together incur about 445.5 burden hours to comply with these requirements.

The estimate of average burden hours is made solely for the purposes of the Paperwork Reduction Act. The estimate is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules and forms.

The Commission needs this information to determine if the registered holding companies and their subsidiaries (and, in certain instances, exempt holding companies) are in compliance with the Public Utility Holding Company Act of 1935. There is no requirement to keep the information confidential because it is public information. An agency may not conduct or sponsor, and a registered holding company is not required to respond to, a collection of information unless it displays a currently valid control number.

Please direct general comments regarding the above information should be directed to the following persons: (i) 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 send an email to: [e-mail]; and (ii) R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.

Dated: March 15, 2004.

Margaret H. McFarland,

Deputy Secretary.