CORRESP 1 filename1.txt Deutsche Mortgage & Asset Receiving Corporation 60 Wall Street New York, New York 10005 (212) 250-2500 February 28, 2006 Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Deutsche Mortgage & Asset Receiving Corporation Registration on Form S-3 File No. 333-130390 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Deutsche Mortgage & Asset Receiving Corporation (the "Company"), hereby requests acceleration of effectiveness of the above-referenced Registration Statement to 5:00 p.m., Washington, D.C. time, on March 2, 2006 or as soon thereafter as practicable. The Company is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to proposed public offering of the securities specified in the above-captioned registration statement. The Company acknowledges that (a) should the Securities and Exchange Commission (the "Commission") or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (c) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, Deutsche Mortgage & Asset Receiving Corporation By:/s/ John C. Griffin --------------------------------------- Name: John C. Griffin Title: Vice President By: /s/ Andrew Cherrick --------------------------------------- Name: Andrew Cherrick Title: Vice President cc: Jay Strauss, Esq.