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U.S. Securities and Exchange Commission

Proposed Rule:
Year 2000 Readiness Reports To Be Made by Transfer Agents – Extension of Comment Period


17 CFR Part 240

(Release No. 34-39859; File No. S7-8-98)

RIN 3235-AH42

Year 2000 Readiness Reports to be made by Transfer Agents

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; extension of the comment period.

SUMMARY: The Securities and Exchange Commission is extending from April 13, 1998, until April 27, 1998, the comment period for Securities Exchange Act Release No. 39726 (March 5, 1998), 63 FR 12062 (March 12, 1998). In the release the Commission proposed a rule that would require non-bank transfer agents to provide at least one report to the Commission regarding its preparations for Year 2000 problems.

DATES: Comments should be received on or before April 27, 1998.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission ("Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549. Comments also may be submitted electronically at the following E-mail address: rule-comments@sec.gov. Comment letters should refer to File No. S7-8-98; this file number should be included on the subject line if E-mail is used. All comments received will be available for public inspection and copying at the Commission's Public Reference Room, 450

Fifth Street, N.W., Washington, D.C. 20549. Electronically submitted comment letters will be posted on the Commission's Internet web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Jerry W. Carpenter, Assistant Director, 202/942-4187; Thomas C. Etter, Jr., Special Counsel, 202/942-0178; or Jeffrey S. Mooney, Special Counsel, 202/942-4174, Division of Market Regulation, Securities and Exchange Commission, 450 Fifth Street, N.W., Mail Stop 10-1, Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: On March 5, 1998, the Commission proposed temporary Rule 17Ad-18 under the Securities Exchange Act of 1934. Rule 17Ad-18 would require all non-bank registered transfer agents to file with the Commission at least one report regarding its Year 2000 readiness. The initial report would be due no later than 45 days after the Commission adopts this rule. The follow-up reports, which would be due on August 31, 1998, and on August 31, 1999, would include an attestation by an independent public accountant that would give the independent public accountant's opinion whether there is a reasonable basis for the transfer agent's assertions in the reports. Additionally, the release contains a Commission advisory notice on its transfer agent record retention and recordkeeping requirements relating to the Year 2000.

The Commission has recently received requests from interested persons to extend the comment period for this release. The Commission believes that extending the comment period is appropriate in order to give the public additional time to comment on the matters the release addresses. Therefore, the comment period is extended until April 27, 1998.

By the Commission.

Jonathan G. Katz


Dated: April 14, 1998