SecProbe.io

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Mail Stop 3561

      	September 8, 2005

Via U.S. Mail

Bianca A. Russo, Esq.
Secretary
J.P. Morgan Chase Commercial Mortgage Securities Corp.
270 Park Avenue
New York, NY  10017

Re: 	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	Post-Effective Amendment 2 to Registration Statement on Form
S-3
	Filed September 2, 2005
	File no. 333-126661

Dear Ms. Russo,

      We are monitoring your filing for disclosure related to
reset
rate securities.  We have reviewed your filing and have the
following
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free to
call us at the telephone numbers listed at the end of this letter.

Registration Statement Cover Page
1. Please revise to add a fee table to register the remarketing of
Class A-3R securities.

Prospectus Supplement
Summary of Terms, S-2
Remarketing Agents, S-2
2. We note your response to prior comment 7.  Please confirm that
when
a remarketing agent is chosen, you will disclose whether the agent
is
affiliated with any of the transaction parties in the summary of
terms
section of the prospectus supplement.

Reset Rate Certificates, page S-4
C. Remarketing Procedures, page S-4
3. We note your response to prior comment 3.  Please revise to
disclose in this section the explanation of automatic tender that
you
provided in your response letter.

Subordination, page S-10
A. General, page S-10
4. We note your response to prior comment 2 and reissue in part.
Please revise your diagram to include cash flows related to any
structural features designed to enhance credit, facilitate the
timely
payment of monies due on pool assets, adjust the rate of return on
the
securities or preserve monies that will or might be distributed to
security holders.  We note your disclosure here that no other form
of
credit enhancement will be available for the benefit of the
holders of
the offered certificates.  However, we also note that you
contemplate
an interest rate swap that you describe on pages S-5 and S-103 -
104.

* * * * *

      As appropriate, please amend the 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 supplemental 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* 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;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 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.

      You may contact Rolaine Bancroft at (202) 551-3313 or me at
(202) 551-3348 with any other questions.

      	Regards,

      	Jennifer G. Williams
      	Special Counsel

cc:	Michael Gambro, Esq.
	Cadwalader, Wickersham & Taft LLP
	Fax:  (212) 504-6888

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Bianca A. Russo, Esq.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
September 8, 2005
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