Mail Stop 3561
      April 26, 2006

Via Fax and U.S. Mail

Richard J. Hendrix
President and Chief Operating Officer
First NLC Securitization, Inc.
1001 Nineteenth Street North
Arlington, VA 22209

Re:	First NLC Securitization, Inc.
	Amendment No. 1 to Registration Statement on Form S-3
	Filed April 11, 2006
	File No. 333-132277

Dear Mr. Hendrix,

      We have reviewed your responses to the comments in our
letter
dated April 4, 2006 and have the following additional comments.
Please note that all page references below correspond to the
marked
version of your filing provided by counsel.

Prospectus Supplement 1

Attributes of the Assets, page S-47
1. While we note the revisions you have made in response to
comment 7
of our letter dated April 4, 2006, it appears that you intend to
provide delinquency information only with respect to assets that
are
30 or 60 days delinquent.  Refer to Items 1111(c) and 1100(b) of
Regulation AB and revise your form disclosure to indicate that you
will provide delinquency information in 30 or 31 day increments
through charge-off.  Alternatively, you may confirm that the asset
pool would never include assets more than 60 days delinquent as of
the cut-off date.

Base Prospectus

Payments of Interest, page 36
2. While we note the revisions you have made in response to
comment 9
of our letter dated April 4, 2006, the language you have added to
this section does not appear to list all indices you may use to
determine interest payments on the securities, but rather explains
generally the nature of the types of indices you may use.
Accordingly, either revise to list all possible indices that may
be
used to determine interest payments on the securities or confirm
that, in any case, they will be indices that reflect payments of
interest based on debt transactions and not based on a stock or
commodities index.

Credit Enhancement, page 69
3. While we note your response to comment 11 of our letter dated
April 4, 2006, it does not appear that your analysis covers all of
the implications of having the same credit support being used by
multiple trusts and the risk that one trust would exhaust the
credit
support intended for a separate trust.  In this regard, we note
that
while the example you provide relates only to buying one large
insurance policy to cover multiple trusts instead of buying
several
separate policies at a higher cost, it appears that this feature
might also allow separate trusts to share other forms of credit
enhancement.  For example, might a spread account funded by the
proceeds of one offering be used to cover the shortfalls of a
separate trust?    Please either remove this feature from your
filing
or provide us with a comprehensive list of all possible forms of
credit enhancement that may be shared among trusts and explain how
each form would be shared among trusts and how such mechanics have
been used in the past.

Delivery of Additional Assets, page 76
4. Your response to comment 12 of our letter dated April 4, 2006
indicates that the only situations in which additional assets
would
be added to the trust subsequent to the cut-off date would be in
the
case of a breach of a representation or warranty or if a
prefunding
account was used.  As the disclosure in this section seems to
indicate that assets may be added to the pool subsequent to the
cut-
off date and not in connection with a prefunding account, please
confirm that this disclosure relates only to the situation where
assets would be substituted in the case of a breach of
representation
or warranty.

*	*	*	*	*

      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 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 direct your attention to Rule 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.

	If you have any questions regarding these comments, you may
contact Susan Min at (202) 551-3727.  If you need further
assistance,
you may contact me at (202) 551-3454.

								Sincerely,


								Sara D. Kalin
		Branch Chief-Legal


cc:	Via Facsimile (202) 778-2201
	Mr. Jack Molenkamp, Esq.
	Hunton & Williams LLP
	Telephone: (202) 955-1959




Mr. Richard Hendrix
First NLC Securitization, Inc.
April 26, 2006
Page 1