Mail Stop 3651

      February 22, 2006


Via U.S. Mail

Anna H. Glick, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281

Re:  	Deutsche Mortgage & Asset Receiving Corporation
	Registration Statement on Form S-3
Filed February 7, 2006
	File No. 333-130390

Dear Ms. Glick:

      We have limited our review of your filing for compliance
with
Regulation AB.  Please further note that our limited review covers
only those issues addressed in the comments below.  Please note
that
our comments to either the base prospectus and/or the
supplement(s)
should be applied universally, if applicable.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure.  After reviewing this information, we may raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free to
call us at the telephone numbers listed at the end of this letter.


Base Prospectus

Repurchase and Substitution of Mortgage Assets, page 13

1. We reissue prior comment 23 in part.  Please provide more
information to describe under what circumstances the scenario
described in the first full paragraph on page 14 would occur, and
how
that feature would be structured.

One of More Trust Assets May Also Back Additional Certificates,
page
14

2. We also reissue prior comment 24 in part.  Please provide a
more
detailed analysis as to why this structural feature should not be
considered a series trust, so we are better able to determine
whether
this structural feature meets the definition of asset-backed
security.

Cash Flow Agreements, page 38

3. We note your response to prior comment 32, but reissue the
comment
in part.   Please explain in detail how these agreements would
ensure
that the mortgage-backed securities or pool assets will pay in
accordance with their terms.  We continue to suggest that you
delete
the phrase "or alter the payment characteristics of the cash flows
from the trust fund" on pages 12 and 32.

Credit Derivatives, page 72

4. We note your response to prior comment 34, but reissue the
comment.
Your response does not appear to address our request for an
explanation as to how the agreements would function in accordance
with
our guidance.  Your disclosure indicates that credit derivatives
may
include credit default swaps and total return swaps.  If you
choose to
include these forms of credit support, you should provide a more
comprehensive and detailed analysis on how the proposed swaps will
protect against defaults and losses on mortgage loans or to a
class of
offered securities.  How will they operate?  For instance, will
the
issuing entity pay premiums to the counterparty?  What happens
when a
credit event occurs?

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct any questions to Hanna Teshome at (202) 551-3315, or
in
her absence, to me at (202) 551-3814.


								Sincerely,



						                        Sara W.
Dunton
										Senior Attorney




cc: via facsimile
Anna H. Glick, Esq.
Cadwalader, Wickersham & Taft LLP
(212) 504-6666


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Deutsche Mortgage & Asset Receiving Corporation
February 22, 2006
Page 1