SecProbe.io

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Mail Stop 3561

								December 2, 2005

Mark L. Zusy
Structured Asset Securities Corporation
745 Seventh Avenue
New York, NY 10019

      Re:	Structured Asset Securities Corporation
		Registration Statement on Form S-3
		Filed November 4, 2005
		File No. 333-129480

Dear Mr. Zusy:

	We have limited our review of your filing for compliance with
Regulation AB.  Please further note that our limited review only
covers the issues that we have addressed in our comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General
1. Please note that our comments to either the base prospectus
and/or
the supplements should be applied universally, if applicable.
Accordingly, if comments issued for one apply to another, make
conforming revisions as appropriate.  Please confirm to us in your
response that you will comply with this instruction.

2. We note in various sections of the base prospectus statements
such
as "unless otherwise specified in the prospectus supplement,"
which
appears to indicate that the specific terms you describe in the
base
prospectus will be different in the prospectus supplement.
However,
the disclosure in the prospectus supplement should not contradict
the
disclosure in the base prospectus.  For instance, refer to the
disclosure under "The Trust Funds," at page 45, "The Mortgage
Loans,"
at page 47, and "Pre-Funding Arrangements," at page 66.  Such
language
will permit some supplemental or modified terms of the
transaction,
but should not be construed as creating the ability to add asset
types
or structural features in a takedown that were not otherwise
contemplated by and described in the base prospectus.  Refer to
the
last paragraph in Section III.A.3.b. of the ABS Adopting Release
for
Regulation AB (Release Nos. 33-8518; 34-50905).  Please disclose
all
assets, structural features, and credit enhancements that you
reasonably contemplate including in the ABS offering in the base
prospectus.  To the extent practicable, please replace phrases
like
"unless the prospectus supplement says otherwise," with bracketed
disclosure showing the variations you intend.  Please confirm your
understanding or revise as necessary.
3. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate
of the depositor have been current with Exchange Act reporting
during
the last twelve months with respect to asset-backed securities
involving the same asset class.  Please refer to General
Instruction
I.A.4. of Form S-3.  Also, please provide us with the CIK codes
for
any affiliate of the depositor that has offered a class of asset-
backed securities involving the same asset class as this offering.
4. Please add a reasonably detailed table of contents to the base
prospectus to assist investors in locating relevant disclosure on
the
offered securities.  Refer to Item 502 of Regulation S-K.
5. Please include a separately captioned section and disclose any
legal proceedings pending against the sponsor, seller, servicer,
depositor, trustees, issuing entity or other transaction parties
that
would be material to investors, if applicable.  Refer to Item 1117
of
Regulation AB.
6. Please add a separately captioned section to disclose the
affiliations and certain relationships and related transactions of
the
transaction parties referred to in Item 1119 of Regulation AB.
7. We note that your base prospectus indicates that the trusts may
include mortgage-backed securities issued by Fannie Mae, Freddie
Mac
or Ginnie Mae, and asset-backed securities backed by assets of the
type described in the base prospectus.  However, it does not
appear to
us that any of the provided prospectus supplements contemplate an
offering of securities backed by a pool of other securities.
Rather,
they all appear to contemplate the securitization of mortgages or
home-equity loans.  Please refer to Section III.A.3(b) of SEC
Release
No. 33-8518 and tell us why you have not provided us with a form
of
prospectus supplement that outlines the format of deal-specific
information regarding any offerings of securities backed by pools
of
the securities to which you refer in the base prospectus.  In this
regard, we note that appropriate information regarding the
transaction
parties, deal structure and asset pool does not appear to have
been
provided.  Please also refer to Rule 190 under the Securities Act
and
see the related comment below.
8. If practicable, please provide us with black-line copies of the
prospectus supplements against just one of the supplements to aid
us
in our review or explain to us why you believe the selected black-
line
submissions are illustrative of all the different supplements.
9. In this regard, for our review, please label, or indicate in
some
other manner, which supplements correspond with each base
prospectus.
For instance, the memo dated November 18, 2005 lists the different
supplements that correspond with each base.  In your next
submission,
please label each supplement in some manner to help us easily
determine what each form of supplement is.
10. It appears to us that you do not contemplate a takedown that
includes both non-HELOC and HELOC residential mortgage loans.
Please
advise us if this is correct.  Please tell us why you did not
include
a base prospectus with securities backed by only HELOC loans.

Prospectus Supplement No. 1

Cover Page
11. Please use bracketed language on the cover page to indicate
that
you will disclose the name of the issuing entity when known.
12. Please revise your statement to ensure that it accurately
reflects
the language under Item 1102(d) of Regulation AB.  In this regard,
please clarify that the securities represent the obligations of
the
issuing entity.
13. It appears to us that you intend to indicate that the
aggregate
principal amount of offered securities is "Approximate," as that
currently appears in parentheses on the cover page.  Please advise
us
if you intend to include that disclosure in a takedown and explain
to
us why you believe that is necessary.
14. Please disclose the principal amount and interest rate or
specified rate of return of each class of security offered through
bracketed language.  To the extent that there is no specified rate
of
return, please disclose this fact.  Refer to Item 1102(e) and (f)
of
Regulation AB.
Important Notice about Information Presented in this Prospectus
Supplement and the Accompanying Prospectus, page S-2
15. We note your disclosure that if information varies between the
prospectus supplement and the accompanying prospectus, investors
should rely on the information in the prospectus supplement.
Please
note that the disclosure in the prospectus supplement may enhance
disclosure in the base prospectus, but should not contradict it.
Please revise accordingly.

Summary of Terms, page S-6
16. We encourage you, in an appropriate place, to provide a
graphic
illustration(s) of the flow of funds, payment priorities and
allocations, including any subordination features, to assist
investors
understand the payment flow on all classes of issued certificates
or
notes.  Refer to Item 1103(a)(3)(vi) of Regulation AB.

Enhancement of Likelihood of Payment on the Certificates, page S-
10
17. Please confirm, or provide bracketed disclosure, indicating
that
you will identify the enhancement providers referenced in Items
1114(b) or 1115 of Regulation AB.

Limited Cross-Collaterization, page S-11
18. Please explain to us what you mean by certificates
corresponding
to "another pool or pools."

Fees and Expenses, page S-12
19. Please identify from what source the servicer fees will be
paid
per Item 1103(a)(7) of Regulation AB.
20. Please also disclose the distribution priority of those fees
here
or at page S-38.  Provide bracketed language, if necessary.  Refer
to
Item 1107(a)(3) of Regulation AB.

The Pre-Funding Arrangements, page S-13
21. Please expand your pre-funding and revolving period
discussions,
as applicable, to indicate the percentage of the asset pool.

Optional Purchase of the Mortgage Loans, page S-14
22. Please advise us on a supplemental basis whether certificate
holders may purchase the mortgage loans.
Description of the Certificates, page S-30
Credit Enhancement, page S-35
23. Please add bracketed language in the prospectus supplement to
clarify that you will provide the financial information as
outlined in
Items 1114(b)(1) and (2) of Regulation AB if the aggregate
significant
percentage is 10% or more.

Description of the Mortgage Pool, page S-40
24. Please expand your disclosure to present historical
delinquency
and loss information pursuant to 1100(b) of Regulation AB.
25. Please provide historical data on the pool assets, for
example,
the lesser of three years or the time such assets have existed to
allow material evaluation of the pool data.  See the introductory
paragraph to Item 1111 of Regulation AB.
26. Please expand your disclosure here or in the base prospectus
to
confirm that no non-performing assets will be part of the asset
pool.
Refer to Item 1101(c)(2)(iii) of Regulation AB.  Additionally, we
note
that mortgage loans included in the asset pool may be delinquent.
Please tell us how you will meet the delinquent asset limitation
requirement under General Instruction I.B.5.(a)(ii) of Form S-3.

Static Pool Information, page S-47
27. Please provide us with a copy of the static pool information
you
intend to present on your Internet website.  Also, please consider
providing a graphical presentation of the information as this will
enable investors to grasp information more quickly and see
patterns
visually or explain to us why a graphical presentation would not
aid
the understanding of the static pool information to investors.

The Servicer, page S-49
28. We note your bracketed disclosure that you will provide
Regulation
A-B compliant disclosure.  Please expand your bracketed language
to
describe the type of disclosure that will be provided.

The Trust Agreement, page S-60
General, page S-60
29. We note your disclosure that the Offered Certificates will be
exchangeable.  Please advise us if this is the same type of
exchange
as is described at page 42 in the base prospectus for all loans.
If
it is not, please provide us some additional information on how
the
exchange will operate.

The Trustee, page S-61
30. Please confirm that you will provide the disclosure required
by
Item 1109 of Regulation AB for each trustee.

Reports to Certificateholders, page S-67
31. Please provide more information here or elsewhere on the
reports
to be filed with the Commission, pursuant to Item 1118(b) of
Regulation AB.

Ratings, page S-74
32. Describe any arrangements to have the ratings monitored while
the
securities are outstanding.  Refer to Item 1120 of Regulation AB.

Annex
33. We suggest explicitly incorporating the Annexes into the text
to
remove any misunderstanding that they are not part of the
prospectus
or supplement.

Base Prospectus - All Loans

Distributions on the Securities, page 39
34. We note the interest rate will be specified in the prospectus
supplement.  All potential indices should be disclosed in the base
prospectus.  Please also note that the only indices permitted
under
the definition of an asset-backed security are indices similar to
those involved in an interest rate swap or a currency swap.  Refer
to
Section III.A.2. of the Adopting Release for Regulation AB
(Release
No. 33-8518; 34-50905).  Please revise.

Exchangeable Securities, page 42
35. Please provide us with your analysis of how this structure
complies with Rule 3a-7 of the Investment Company Act.
36. Please advise us whether the exchangeable securities and the
exchanged securities will be issued by the same trust.
37. Please advise us whether you intend to register the exchange.
38. Provide bracketed disclosure in a prospectus supplement or
advise.

The Mortgage Loans, page 47
39. We note that the floating mortgage interest rates on the
mortgage
loans may be based on one or more indices.  Please note that the
only
indices permitted under the definition of an asset-backed security
are
indices similar to those involved in an interest rate swap or a
currency swap.  Refer to Section III.A.2. of the Adopting Release
for
Regulation AB (Release No. 33-8518; 34-50905).  Please also
disclose
in the base prospectus all of the possible indices.  In this
regard,
delete on page 51 "or any index or indices described in the
prospectus
supplement."
40. We note on page 53 that specific information as to the trust
fund
assets will be filed on a report on Form 8-K within fifteen days
after
the initial issuance.  We also note similar disclosure on pages 97
and
98 n regards to agreements being filed.  Please be advised that
finalized agreements, including the exhibits to these agreements,
should be filed as an exhibit to the registration statement or
under
cover of Form 8-K and incorporated by reference into the
registration
statement at the time of each takedown.  Refer to Item 1100(f) of
Regulation AB.

Private Mortgage-Backed Securities, page 58
41. We note that you contemplate including private mortgage-backed
securities in the asset pool.  Their inclusion in the asset pool
would
trigger the resecuritization requirements discussed in Section
III.6
of the adopting release and Rule 190.  Please revise to disclose
how
you intend to meet your registration, disclosure and prospectus
delivery obligations under Rule 190.

Pre-Funding Arrangements, page 66
42. Please provide us additional information on the "liquid
securities" that may be deposited into the pre-funding account.
For
instance, will they be securities issued by the issuing entity or
will
they be purchased from proceeds from the offering?
43. We note that you contemplate a prefunding account to purchase
additional assets.  Please confirm that any prefunding period will
comply with Item 1101(c)(3)(ii) of Regulation AB, including that
the
period will not extend for more than one year from the date of
issuance and that you will not use more than 50% of the proceeds
of
the offering to fund the account.

Revolving Period Arrangements, page 67
44. Because your securities are backed by an asset pool that is
not
considered revolving in nature, the revolving period may not
extend
for more than three years from the date of issuance.  Refer to
Item
1101(c)(3)(iii) of Regulation AB.  Please confirm.

Servicing of Loans, page 79
The Servicers, page 80
45. It appears that you may obtain additional servicers after the
offering of the asset-backed securities.  Please confirm that you
will
file a current report of Form 8-K and provide the required
disclosure
for any new servicer that is contemplated under Items
1108(a)(2)(i),
(ii), or (iv) of Regulation AB or any unaffiliated servicer that
services 20% or more of the pool assets.  Refer to Item 6.02 of
Form
8-K.

Credit Support, page 95
General, page 95
46. Please revise to delete the bulleted language "another method
of
credit support described in the prospectus supplement."  We view
this
as a catch-all.  Instead, disclose all forms of credi