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 53, SEC File No. 270-376, OMB Control No. 3235-0426; Rule 57 and Form U-33-S, SEC File No. 270-376, OMB Control No. 3235-0429.

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 (“OMB”) a request for extension of the previously approved collections of information discussed below.

Sections 32 and 33 of the Public Utility Holding Company Act of 1935, as amended (“Act”), and rules 53, 54, and 57(b) under the Act, permit, among other things, utility holding companies registered under the Act to make direct or indirect investments in exempt wholesale generators (“EWGs”) and foreign utility companies (“FUCOs”), as defined in sections 32 and 33 of the Act, respectively, without the prior approval of the Commission, if certain conditions are met. Rules 53 and 54 do not create a reporting burden for respondents. These rules do, however, contain recordkeeping and retention requirements. As required by Congress, the Commission mandates the maintenance of certain books and records identifying investments in and earnings from all subsidiary EWGs or FUCOs in order to measure their financial effect on the registered systems.

The Commission estimates that the total annual recordkeeping and record retention burden under rules 53 will be a total of 290 hours (10 hours per respondent x 29 respondents = 290 burden hours). It is estimated that there will be no burden hours associated with rule 54.

Under rule 57(b) there is an annual requirement for any public utility company that owns one or more FUCOs to file Form U-33-S. The information contained in Form U-33-S allows the Commission to monitor overseas investments by public utility companies.

The Commission estimates that the total annual reporting burden under rule 57(b) will be 18 hours (3 hours per respondent x 6 filings = 18 hours).

These estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act and are not derived from a comprehensive or even a representative survey or study of the costs of SEC rules and forms.

Rules 53, 54, 57(b) each impose a mandatory recordkeeping requirement of this information collection. It is mandatory that qualifying companies provide the information required by rules 53, 54 and 57(b). There is no requirement to keep the information confidential because it is public information.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

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 e-mail to: David_Rostker@omb.eop.gov; 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.