+-------+---+-----------------------+-----------+-----------------+---+
| # O   | # |                       |           |                 | # |
|       | # |                       |           |                 |   |
| ##    | # |                       |           |                 |   |
|       | # |                       |           |                 | # |
|       |   |                       |           |                 |   |
|       | O |                       |           |                 |   |
|       | C |                       |           |                 | # |
|       | C |                       |           |                 | # |
|       |   |                       |           |                 |   |
|       | 2 |                       |           |                 |   |
|       | 0 |                       |           |                 |   |
|       | 0 |                       |           |                 |   |
|       | 4 |                       |           |                 |   |
|       | - |                       |           |                 |   |
|       | - |                       |           |                 |   |
|       | 1 |                       |           |                 |   |
|       | 6 |                       |           |                 |   |
+-------+---+-----------------------+-----------+-----------------+---+
|       | * |                       |           |                 |   |
|       | * |                       |           |                 |   |
|       | O |                       |           |                 |   |
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|       | N |                       |           |                 |   |
|       | * |                       |           |                 |   |
|       | * |                       |           |                 |   |
+-------+---+-----------------------+-----------+-----------------+---+
| ## Co |   |                       |           |                 |   |
| mptro |   |                       |           |                 |   |
| ller  |   |                       |           |                 |   |
| of th |   |                       |           |                 |   |
| e Cur |   |                       |           |                 |   |
| rency |   |                       |           |                 |   |
|       |   |                       |           |                 |   |
| > Adm |   |                       |           |                 |   |
| inist |   |                       |           |                 |   |
| rator |   |                       |           |                 |   |
| > of  |   |                       |           |                 |   |
| > Nat |   |                       |           |                 |   |
| ional |   |                       |           |                 |   |
| >     |   |                       |           |                 |   |
| Banks |   |                       |           |                 |   |
+-------+---+-----------------------+-----------+-----------------+---+
| #     |   | ## Annual Report on O | ## Des    | ##              |   |
| # Sub |   | perating Subsidiaries | cription: |  Notice of Prop |   |
| ject: |   |                       |           | osed Rulemaking |   |
+-------+---+-----------------------+-----------+-----------------+---+

**TO:** Chief Executive Officers of All National Banks, Federal Branches
and Agencies, Department and Division Heads, and All Examining Personnel

The attached notice of proposed rulemaking (NPRM), which would amend 12
CFR part 5.34, the Office of the Comptroller of the Currency's (OCC's)
rule governing activities, application, or notice requirements for
national banks engaging in activities through an operating subsidiary,
was published in the *Federal Register* on March 25, 2004.

The NPRM would amend part 5 to require a national bank to file an annual
report with the OCC that identifies its operating subsidiaries that do
business directly with consumers and are not functionally regulated as
defined in section 5(c)(5) of the Bank Holding Company Act of 1956, as
amended (12 USC 1844(c)(5)). Under the proposal, a national bank would
be required to provide certain information for each of its operating
subsidiaries, including the name of the operating subsidiary, location
and contact information, and the operating subsidiary's lines of
business. The OCC would make this information available to the public on
its Internet Web site. This information would assist consumers in
identifying national bank operating subsidiaries that are subject to OCC
supervisory authority.

For questions concerning this proposed rule, contact Stuart E.
Feldstein, assistant director, or Patrick T. Tierney, attorney,
Legislative and Regulatory Activities, at (202) 874-5090.

Julie L. Williams

First Senior Deputy Comptroller and Chief Counsel

Attachment -- [Notice of Proposed
Rulemaking](http://www.occ.treas.gov/fr/fedregister/69fr15260.pdf)

http://www.occ.treas.gov/fr/fedregister/69fr15260.pdf