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###### Securities and Exchange Commission

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of September 19, 2005: 

An Open Meeting will be held on Wednesday, September 21, 2005, at 10 a.m. in Room L-002, the Auditorium, and a Closed Meeting will be held on Thursday, September 22, 2005 at 2 p.m. 

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present. 

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B), and (10) and 17 CFR 200.402(a)(3), (5), (7), 9(ii) and (10) permit consideration of the scheduled matters at the Closed Meeting. 

Commissioner Glassman, as duty officer, voted to consider the items listed for the closed meeting in closed session. 

The subject matters of the Open Meeting scheduled for Wednesday, September 21, 2005 will be: 

1. The Commission will consider whether to extend the date by which companies that are not accelerated filers must comply with certain amendments to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B, Item 15 of Form 20-F, and General Instruction B of Form 40-F. These amendments require companies, other than registered investment companies, to include in their annual reports a report of management and an accompanying auditor's report on the company's internal control over financial reporting. The amendments also require a company's management to evaluate as of the end of each fiscal period any change in the company's internal control over financial reporting that occurred during the period that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. If approved, a company that is not an accelerated filer would have to comply with the internal control over financial reporting requirements for its first fiscal year ending on or after July 15, 2007. 

For further information, please contact Sean Harrison, Special Counsel, Division of Corporation Finance, at (202) 551-3430. 

2. The Commission will consider whether to propose amendments to the “accelerated filer” definition in Rule 12b-2 of the Securities Exchange Act of 1934 to:

a. Create a new category of accelerated filer that would include reporting companies with a public float of $700 million or more; and

b. Ease some of the current restrictions on the exit of companies from accelerated filer status. 

The proposed amendments also would amend the final phase-in of the Form 10-K and Form 10-Q accelerated filing deadlines that is scheduled to take effect next year. Accelerated filers currently are scheduled to become subject to a 60-day filing deadline for their Form 10-K annual reports filed for fiscal years ending on or after December 15, 2005, and a 35-day deadline for the three subsequently filed quarterly reports on Form 10-Q. 

For further information, please contact Katherine Hsu, Special Counsel, Division of Corporation Finance, at (202) 551-3430. 

The subject matters of the Closed Meeting scheduled for Thursday, September 22, 2005, will be: 

Formal orders of investigations;

Institution and settlement of injunctive actions; and 

Institution and settlement of administrative proceedings of an enforcement nature. 

At times, changes in Commission priorities require alterations in the scheduling of meeting items. 

For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: 

The Office of the Secretary at (202) 551-5400. 

Dated: September 14, 2005. 

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05-18665 Filed 9-15-05; 10:59 am] 

BILLING CODE 8010-01-P