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###### Securities and Exchange Commission

Upon written request, copy available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549

Extension:

Form S-6—SEC File No. 270-181—OMB Control No. 3235-0184.

                    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 collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval.                

Form S-6—For Registration under the Securities Act of 1933 of Securities of Unit Investment Trusts Registered on Form N-8B-2. Unit investment trusts offering their securities to the public are required by two separate statutes to file registration statements with the Commission. They are required to register their securities under the Securities Act of 1933 (“1933 Act”), and to register as investment companies under the Investment Company Act of 1940 (“1940 Act”).

                    Form S-6 is used for registration under the 1933 Act of the securities of any unit investment trust that is registered under the 1940 Act on Form N-8B-2.[1]                                          A separate registration statement under the 1933 Act must be filed for each series of units issued by the trust. Form S-6 consists of, among other things, a prospectus, certain written consents, an undertaking to file supplementary information, and certain exhibits containing financial and other information required in the registration statement but not required to appear in the prospectus.                

Section 10(a)(3) of the 1933 Act (15 U.S.C. 77j(a)(3)) provides that when a prospectus is used more than nine months after the effective date of the registration statement, the information therein shall be as of a date not more than sixteen months prior to such use. As a result, most unit investment trusts that are registered under the 1940 Act on Form N-8B-2 update their registration statements on Form S-6 on an annual basis in order that their sponsors may continue to maintain a secondary market in the units. Unit investment trusts that are registered under the 1940 Act on Form N-8B-2 file post-effective amendments to their registration statements on Form S-6 in order to update their prospectuses.

The purpose of the registration statement on Form S-6 is to provide disclosure of financial and other information that investors may use to make informed decisions regarding the merits of the securities offered for sale. To that end, unit investment trusts that are registered under the 1940 Act on Form N-8B-2 must furnish to investors a prospectus containing pertinent information set forth in the registration statement. Without the registration requirement, this material information would not necessarily be available to investors. The Commission reviews registration statements filed on Form S-6 to ensure adequate disclosure is made to investors.

Each year investment companies file approximately 3,080 Forms S-6. It is estimated that preparing Form S-6 requires a unit investment trust to spend approximately 35 hours so that the total burden of preparing Form S-6 for all affected investment companies is 107,800 hours. 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 Commission rules and forms.

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 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 R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

Dated: September 16, 2004.

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             Form N-8B-2 is the form used for registration statements filed by unit investment trusts under the 1940 Act (except for unit investment trusts that are insurance company separate accounts issuing variable annuity or variable life insurance contracts, which instead register on Form N-4 and Form N-6, respectively). The form requires that certain material information about the trust, its sponsor, its trustees, and its operation be disclosed. The registration on Form N-8B-2 is a one-time filing that applies to the first series of the unit investment trust as well as any subsequent series that is issued by the sponsor.                    
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[FR Doc. 04-21361 Filed 9-22-04; 8:45 am]

BILLING CODE 8010-01-M