CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 May 25, 2006 VIA FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Sara Kalin Re: Citigroup Commercial Mortgage Securities Inc. Registration Statement on Form S-3 File No. 333-132746 --------------------------------------------- Dear Ms. Kalin: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Citigroup Commercial Mortgage Securities Inc. (the "Registrant") and Citigroup Global Markets Inc. (the "Managing Underwriter") hereby submit a request for acceleration. The Registrant has filed a Registration Statement on Form S-3 (No. 333-132746) with the Securities and Exchange Commission (the "Commission"). We hereby request that it be declared effective at 5:00 p.m. on May 26, 2006, or as soon thereafter as practicable. We acknowledge and represent to the Commission that (i) should the Commission or the 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) we may not assert the action of the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely yours, CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Registrant By: /s/ Angela J. Vleck ----------------------------------------- Name: Angela J. Vleck Title: Vice President CITIGROUP GLOBAL MARKETS INC. Managing Underwriter By: /s/ Angela J. Vleck ----------------------------------------- Name: Angela J. Vleck Title: Managing Director
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CORRESP Filing
Citigroup Commercial Mortgage Securities CORRESPCorrespondence with SEC
Filed: 25 May 06, 12:00am