Proposed Collection; Comment Request

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

Extension:

Rule 12g3-2, OMB Control No. 3235-0119, SEC File No. 270-104;

Rule 7a-15 thru 7a-37, OMB Control No. 3235-0132, SEC File No. 270-115;

Rule 13e-1, OMB Control No. 3235-0305, SEC File No. 270-255.

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.

Rule 12g3-2 (OMB 3235-0119; SEC File No. 270-104) provides an exemption from Section 12(g) of the Securities Exchange Act of 1934 for foreign private issuers. Rule 12g3-2 is designed to provide investors in foreign securities with information about such securities and the foreign issuer. It affects approximately 1,800 foreign issuer respondents at an estimated one burden hour per response for a total annual burden of 1,800 hours. All information required by Rule 12g3-2 is available to the public. All information provided under Rule 12g3-2 is mandatory.

Rules 7a-15 through 7a-37 (OMB 3235-0132; SEC File No. 270-115) sets forth the general requirements relating to applications, statements and reports that must be filed under the Trust Indenture Act of 1939 by issuers and trustees qualifying indentures for offerings of debt securities. Rules 7a-15 through 7a-37 are disclosure guidelines and do not directly result in any collection of information. The respondents are persons and entities subject to Trust Indenture Act requirements. No information collection burdens are imposed directly by these rules so they are assigned only one burden hour for administrative convenience.

Rule 13e-1 (OMB 3235-0305; SEC File No. 270-255) makes it unlawful for an issuer who has received notice that it is the subject of a tender offer made under 14(d)(1) of the Securities Exchange Act of 1934 and that has commenced under Rule 14d-2 to purchase any of its equity securities during the tender offer unless it first files a statement with the Commission containing information required by the rule. This rule is in keeping with the commission's statutory responsibility to prescribe rules and regulations that are necessary for the protection of investors. Public companies are the respondents. An estimated 20 respondents file Rule 13e-1 submissions annually at an estimated 13 hours per response for a total annual burden of 260 hours. All information provided is made available to the public.

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 Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549.