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:

Form S-3, OMB Control No. 3235-0073, SEC File No. 270-61; Form S-8, OMB Control No. 3235-0066, SEC File No. 270-66.

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 requests for extension of the previously approved collections of information discussed below.

Form S-3 (OMB Control No. 3235-0073; File No. SEC 270-61) is used by issuers to register securities pursuant to the Securities Act of 1933. Form S-3 gives investors the necessary information to make investment decisions regarding securities offered to the public. The likely respondents will be companies that file Form S-3 with the Commission on occasion. Form S-3 is a public document and all information provided is mandatory. Approximately 2,010 issuers file Form S-3 at an estimated 398 hours per response for a total annual burden of 799,980 hours. It is estimated that 50% of the total burden hours (399,990 reporting burden hours) is prepared by the issuer.

Form S-8 (OMB Control No. 3235-0066; SEC File No. 270-66) is the primary registration statement used by qualified registrants to register securities issuers in connection with employee benefit plans. Form S-8 provides verification of compliance with securities law requirements and assures the public availability and dissemination of such information. The likely respondents will be companies. The information must be filed with the Commission on occasion. Form S-8 is a public document. All information provided is mandatory. Approximately 4,050 issuers file Form S-8 at an estimated 24 hours per response for a total annual burden of 97,200 hours. It is estimated that 50% of the total burden hours (48,600 reporting burden hours) is prepared by the issuer.

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

Written 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 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 Fifth Street, NW., Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.