March 2, 2007



Ken Fang, Esquire
Office of Structured Finance, Transportation and Leisure
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 5030
Washington, D.C.  20549

Re:   Structured Obligations Corporation
      Registration Statement on Form S-3
      File No. 333-134429


Dear Mr. Fang:

         This letter confirms our  conversation  that any tender right described
in the above  referenced  Registration  Statement the  "Registration  Statement"
which  allows  holders to tender  Certificates  will be  subject  to  sufficient
restrictions so as to not cause the  Certificates to be "redeemable  securities"
for  purposes  of Rule  3a-7  under  the  Investment  Company  Act of  1940.  In
particular,  but without limiting the foregoing,  any such tender right shall be
exercisable only at periodic intervals specified in the trust agreement or other
document pursuant to which such tender right is granted.

         If you have any questions regarding this letter, please do not hesitate
to call me at (212) 506-3780.

      Thank you.




                                    Sincerely yours,

                                    /s/Craig E. Stearns

                                    Craig E. Stearns