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###### Securities and Exchange Commission

          - 17 CFR Parts 229 and 239 
          - [Release Nos. 33-8518A; 34-50905A; File No. S7-21-04] 

# AGENCY:

Securities and Exchange Commission. 

# ACTION:

Final rule; technical amendments. 

# SUMMARY:

                        This document contains corrections to final rules which were published in the                         **Federal Register**                         on Friday, January 7, 2005 (70 FR 1506). The rules relate to the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934.                     

# DATES:

*Effective Date:*                         December 5, 2005. The Compliance Dates are the same as in Release No. 33-8518.                     

# FOR FURTHER INFORMATION CONTACT:

Katherine W. Hsu, Special Counsel, Office of Rulemaking, at (202) 551-3430, Division of Corporation Finance, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. 

# SUPPLEMENTARY INFORMATION:

                    On December 22, 2004, the Commission adopted changes to address comprehensively the registration, disclosure, and reporting requirements for asset-backed securities under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934.[1]                                          Items 1100 and 1105 [2]                                          of Regulation AB [3]                                          and General Instruction I.B. to Form S-3 [4]                                          under the Securities Act in the final regulations, as published, contain errors that need correction. We are also correcting language in paragraph 4 of the certification for asset-backed issuers required by paragraph (b)(31)(ii) of Item 601 [5]                                          of Regulation S-K [6]                                          to conform to the corresponding provisions in Item 1123 [7]                                          of Regulation AB.                 

## Text of Amendments 

# List of Subjects in 17 CFR Parts 229 and 239

      - Reporting and recordkeeping requirements
      - Securities

In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows: 

      ( print page 72373)    

# PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K 

1. The authority citation for part 229 continues to read in part as follows: 

Authority:15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78*ll*, 78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201                             *et seq.*; and 18 U.S.C. 1350, unless otherwise noted.                         

§ 229.601 

2. Section 229.601 is amended by adding the phrase “in all material respects” after the words “servicing agreement(s)” in both places that those words appear in paragraph (4) of the Certifications section that follows the introductory language in paragraph (b)(31)(ii). 

§ 229.1100 

3. Section 229.1100 is amended by revising the heading to the instruction to paragraph (c)(2) that reads “ *Instruction to Item 1101(c)(2)*                        ” to read “                        *Instruction to Item 1100(c)(2)*                        ”.                     

§ 229.1105 

4. Section 229.1105 is amended by revising the phrase “weighted average initial pool balance” in the second sentence of paragraph (a)(3)(iii) to read “weighted average initial loan balance”. 

# PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 

5. The authority citation for part 239 continues to read in part as follows: 

Authority:15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78*l*, 78m, 78n, 78o(d), 78u-5, 78w(a), 78                            *ll*                            (d), 79e, 79f, 79g, 79j, 79                            *l*, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30, and 80a-37, unless otherwise noted.                         

6. Form S-3 is amended by revising paragraph (b) of General Instruction I.B.5. to read as follows: 

# Note:

The text of Form S-3 does not, and this amendment will not, appear in the Code of Federal Regulations. 

## Form S-3 

* * * * *

#### General Instructions 

#### I. Eligibility Requirements for Use of Form S-3 

* * * * *

### B. Transaction Requirements * * * 

### 5. Offerings of Investment Grade Asset-Backed Securities

(a) * * * 

(b) Securities relating to an offering of asset-backed securities registered in accordance with paragraph (a) of this General Instruction I.B.5 where those securities represent an interest in or the right to the payments of cash flows of another asset pool and meet the requirements of Securities Act Rule 190(c)(1) through (4) (17 CFR 230.190(c)(1) through (4)). 

* * * * *

Dated: November 29, 2005. 

Jonathan G. Katz, 

Secretary. 

# Footnotes

1.                             See Release No. 33-8518 (Dec. 22, 2004) [70 FR 1506].                    
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2.                             17 CFR 229.1100 and 17 CFR 229.1105.                    
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3.                             17 CFR 229.1100*et seq.*
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4.                             17 CFR 239.13.                    
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5.                             17 CFR 229.601.                    
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6.                             17 CFR 229.10*et seq.*
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7.                             17 CFR 229.1123.                    
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[FR Doc. 05-23614 Filed 12-2-05; 8:45 am] 

BILLING CODE 8010-01-P