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###### Securities and Exchange Commission

          - [Form U-6B-2; SEC File No. 270-169; OMB Control No. 3235-0163]

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 for extension and approval.

                    The Public Utility Holding Company Act of 1935 [15 U.S.C. Section 79A*et seq.*] requires the filing of an application                           ( print page 11612)                        and/or declaration on Form U-1 for prior Commission approval both for the issue and sale of a security and its acquisition by a company in a registered holding company system.[1]                                          Section 6(b) provides that the Commission shall exempt from the requirement of filing a declaration on Form U-1, by rules and regulations or orders and subject to such terms and conditions, as it deems appropriate in the public interest or for the protection of investors or consumers, certain security issuances and sales.                

Section 6(b) also contains a reporting requirement. It directs the issuer of securities exempted under section 6(b) to file with the Commission within ten days of the issue or sale of a certificate notification and directs the Commission to prescribe the form of and information required in this certificate. Rule 20(d) prescribes Form U-6B-2 as the form of certificate of notification to be filed pursuant to section 6(b). Form U-6B-2 is also prescribed by Rule 52(c)(17 CFR 250.52(c)) and rule 47(b)(17 CFR 250.47(b)) as the form of certificate of notification to be filed by a public utility subsidiary company of a registered holding company to notify the Commission of exempt issuances and sales of securities under Rule 52 Exemption of Issue and Sale of Certain Securities approved by state commissions and Rule 47 Exemption of Public Utility Subsidiaries as to Certain Securities Issued to the Rural Electrification Administration. The Commission receives about 89 Form U-6B-2s per year from 89 respondents who each file once, which imposes an annual burden of about 89 hours.

The estimates of the average burden hours are made solely for the purposes of the Paperwork Reduction Act and are not derived from a comprehensive or even representative survey or study of the costs of Commission rules and forms.

An agency may not 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 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 the 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 Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549.

Dated: February 14, 2001.

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                                                     *See*                         section 6(a)(requiring prior Commission approval under the standards of section 7 for the issue and sale of securities) and section 9(a)(1)(requiring prior Commission approval under the standards of section 10 for the acquisition of securities).                    
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[FR Doc. 01-4649  Filed 2-23-01; 8:45 am]

BILLING CODE 8010-01-M