[LETTERHEAD OF THACHER PROFFITT & WOOD LLP]
| March 30, 2006 |
Mr. Ken Fang
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
| Re: | Greenwich Capital Acceptance/Financial Asset Securities Corp. | ||
| Registration Statement on Form S-3 |
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| Originally Filed January 11, 2006 |
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File No. 333-130961
Dear Mr. Fang:
In response to our conversation of March 30, 2006, this letter will confirm that for any take down involving a purchase obligation or put option as described in the base prospectus, the exemption to the Investment Company Act that will be relied upon will be Section 3(c)(5)(C), not Rule 3a-7.
Please contact Edward Southgate at (212) 912-7559 or the undersigned at (212) 912-7450 with any other questions.
| Sincerely,
/S/ Stephen S. Kudenholdt
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| Stephen S. Kudenholdt |
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