SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release Nos. 34-37261; 35-26525; IC-21998]

RIN 3235-AB14

Employee Benefit Plan Exemptive Rules Under Section 16 of the
Securities Exchange Act of 1934

AGENCY:  Securities and Exchange Commission

ACTION:  Extension of Phase-In Period for Rule 16b-3

SUMMARY:  The Commission today is extending the phase-in period

for compliance with the substantive conditions of new Rule 16b-3

regarding employee benefit plan transactions under the Securities

Exchange Act of 1934.

DATES:  Effective [insert date of Federal Register Publication]. 

The phase-in period for compliance with new 240.16b-3, which

previously has been extended to September 1, 1996, is extended

until November 1, 1996.

FOR FURTHER INFORMATION CONTACT:  Anne M. Krauskopf, Office of

the Chief Counsel, Division of Corporation Finance, at (202) 942-

2900.

SUPPLEMENTARY INFORMATION:  On February 8, 1991, the Commission

adopted comprehensive revisions to the rules under Section 16

-[1]- of the Securities Exchange Act of 1934 ("Exchange

Act"). -[2]-  The new regulatory scheme generally became

effective on May 1, 1991, but a 16 month phase-in period was

provided with respect to specified rules affecting employee

---------FOOTNOTES----------
     -[1]-     15 U.S.C. 78p (1988).

     -[2]-     15 U.S.C. 78a et seq. (1988).
==========================================START OF PAGE 2======

benefit plans, in order to give registrants ample time to review

the rule changes and amend their plans accordingly. -[3]- 

The Adopting Release provided that registrants could continue to

rely on the exemptions from Section 16(b) of the Exchange Act

-[4]- afforded by former Rules 16a-8(b), -[5]- 16a-

8(g)(3), -[6]- and 16b-3 -[7]- after May 1, 1991, but

would be required to adopt the substantive conditions of new Rule

16b-3 -[8]- by September 1, 1992. -[9]-

     The Rule 16b-3 phase-in period was extended until September

1, 1996, or such different date as set by the Commission, pending

completion of further rulemaking under Section 16 with regard to

employee benefit plans. -[10]-  The amendments to the rules

under Section 16 adopted today, which become effective August 15,

---------FOOTNOTES----------
     -[3]-     Exchange Act Release No. 28869 (February 8, 1991)
               [56 FR 7242] ("Adopting Release").  See Section
               VII of the Adopting Release for transition
               provisions generally and Section VII.C for
               transition provisions relating to employee benefit
               plans.

     -[4]-     15 U.S.C. 78p(b).

     -[5]-     17 CFR 240.16a-8(b).

     -[6]-     17 CFR 240.16a-8(g)(3).

     -[7]-     17 CFR 240.16b-3 (1990).

     -[8]-     17 CFR 240.16b-3 (1991).

     -[9]-     The phase-in period applies only to the exemption
               from Section 16(b), not to the revised reporting
               requirements under Section 16(a) that became
               effective on May 1, 1991 and the further revisions
               adopted today.

     -[10]-    Exchange Act Release No. 36063 (August 7, 1995)
               [60 FR 40994].
==========================================START OF PAGE 3======

1996, complete this rulemaking effort. -[11]-  While new

Rule 16b-3 becomes available for issuers that wish to use it on

August 15, 1996, the phase-in period for Rule 16b-3 is extended

until November 1, 1996. -[12]- Consistent with the

transition provisions adopted today, current Rule 16b-3 and

former Rules 16a-8(b), 16a-8(g) and 16b-3 will remain available

for transactions effected prior to November 1, 1996. 



By the Commission.



                                   Jonathan G. Katz
                                   Secretary


Dated:  May 31, 1996















---------FOOTNOTES----------
     -[11]-    Exchange Act Release No. 34-37260, Section VII.

     -[12]-    When an issuer adopts a plan that complies with
               new Rule 16b-3 or converts one of its existing
               plans to the new rule, all plans must be
               converted, provided that any transaction between
               an issuer and its officers or directors that
               occurs outside the scope of a formal plan or
               pursuant to a plan that permits only the issuance
               of cash-only instruments may rely on new Rule 16b-
               3 without triggering this conversion requirement.