MEMORANDUM

TO:

Commission File No. S7-21-04

FROM:

Jennifer G. Williams
Attorney-Adviser
Office of Rulemaking
Division of Corporation Finance
U.S. Securities and Exchange Commission

DATE:

February 23, 2005

RE:

Release Nos. 33-8419; 34-49644

On February 23, 2005, representatives from the Division of Corporation Finance met with representatives from the European Securitization Forum and American Securitization Forum to discuss the European market for synthetic securitizations