Submission for OMB Review; Comment Request

Upon Written Request; Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549

Extension:

Form S-3, OMB Control No. 3235-0073, SEC File No. 270-61

Form S-8, OMB Control No. 3235-0066, SEC File No. 270-66

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”) has submitted to the Office of Management and Budget requests for extension of the previously approved collections of information discussed below.

Form S-3 is used by issuers to register securities pursuant to the Securities Act of 1933. The Commission uses very little of the information it collects, except on an occasional basis in the enforcement of the securities laws. The likely respondents will be companies. The information must be filed with the Commission on occasion. Form S-3 is a public document. All information provided is mandatory. Approximately 3,483 issuers file Form S-3 at an estimated 398 hours per response for a total annual burden of 1,385,934 hours.

Form S-8 is a primary registration statement used by qualified registrants to register securities issuers in connection with employee benefit plans. Form S-8 provides verification of compliance with securities law requirements and assures the public availability and dissemination of such information. The likely respondents will be companies. The information must be filed with the Commission on occasion. Form S-8 is a public document. All information provided is mandatory. Approximately 1,660 issuers file Form S-8 at an estimated 24 hours per response for a total annual burden of 39,840 hours.

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 regarding the above information should be directed to the following persons: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503; and (ii) Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.