SecProbe.io

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               [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]

                                     September 2, 2005

Ms. Jennifer G. Williams
Special Counsel
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

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

Dear Ms. Williams:

            We are acting as special counsel to J. P. Morgan Chase Commercial
Mortgage Securities Corp., the registrant (the "Registrant"), under the
above-referenced registration statement (the "Registration Statement"). We have
reviewed your letter dated August 31, 2005 (the "Comment Letter") transmitting
comments of the staff of the Division of Corporation Finance (the "Staff") of
the Securities and Exchange Commission (the "Commission") to the Post-Effective
Amendment No. 1 to the Registration Statement (File No. 333-126661). We have
reviewed the Staff's comments contained in the Comment Letter with various
officers and employees of the Registrant. The following are the responses of the
Registrant to the Staff's comments, and we are filing today by EDGAR the
Post-Effective Amendment No. 2 to the Registration Statement, which, as
indicated below, implements changes requested by the Staff in the Comment
Letter. Capitalized terms used in this letter without definition have the
meanings given them in the form of the base prospectus (the "Base Prospectus")
or the form of the prospectus supplement (the "Prospectus Supplement" and,
together with the Base Prospectus, the "Prospectus") included in the
Registration Statement. The paragraph numbers of this letter correspond to the
numbered paragraphs in the Comment Letter, a copy of which is attached to this
letter.

            We and the Registrant thank you for your prompt review and comment
on the Post-Effective Amendment No. 1.

            With respect to the Comment Letter, the Registrant has instructed us
to advise you as follows:

            1. The Registrant notes the Staff's comment and has and will revise
      and make conforming revisions to all documents as appropriate.

<PAGE>

Ms. Jennifer G. Williams                                       September 2, 2005

            2. The Registrant notes the Staff's comment and has revised the
      Prospectus Supplement to include a diagram demonstrating the priorities of
      payment and of loss allocations for the transaction. This diagram is the
      same as the diagram used by the Registrant in prospectus supplements for
      many recent transactions.

            3. The Prospectus Supplement has been revised to include that the
      reset rate certificates are subject to automatic tender on the reset date
      unless the holder of such certificates elects not to tender its
      certificates. In this context, automatic tender refers to the provision
      requiring the holder of the reset rate certificates to deliver a notice to
      the remarketing agent of its election to hold the certificates and not
      tender them for remarketing within a certain number of business days prior
      to the reset date. If the hold notice is not timely received by the
      remarketing agent, the beneficial owner of the certificates will be deemed
      to have elected to tender the certificates for remarketing.

            4. The Registrant anticipates that its participation in the
      transaction will be limited to (i) appointing the initial remarketing
      agent(s) at the time of the initial issuance of the reset rate
      certificates and entering into a remarketing agreement in connection with
      such appointment and (ii) appointing successor remarketing agent(s) upon
      its resignation. The Registrant is not expected to have any other material
      duties in connection with the remarketing transaction. The Registrant has
      revised the Prospectus to reflect this view.

            5. The Registrant currently does not anticipate the establishment of
      other accounts in addition to the remarketing fee account(s) with respect
      to the reset rate certificates. However, it may become necessary to
      establish other accounts in the future, such as for payments and receipts
      with respect to any swap agreements, that currently cannot be determined
      for disclosure purposes. We do not believe that the failure to identify
      any such accounts in the Prospectus is material. The Prospectus currently
      discloses the establishment of remarketing fee accounts.

            6. In most cases, the Registrant anticipates that LIBOR will be
      defined as set forth in the Base Prospectus, which will be based on the
      London interbank offered rate for a period equal to one (1) month. Certain
      deviations from the determination of LIBOR as currently set forth in the
      Base Prospectus can occur due to different lenders using different
      references for quotations, which, in our view, would not be a material
      change to the definition of LIBOR or its determination method.

            7. The Registrant notes the Staff's comment and has revised the
      Prospectus to identify the parties that may be responsible for certain
      tasks relating to the remarketing. It is anticipated that the initial
      remarketing agent will be an entity affiliated with the Registrant.

                                      -2-
<PAGE>

Ms. Jennifer G. Williams                                       September 2, 2005

            8. The Staff's requested changes have been made in the Base
      Prospectus.

            9. The Registrant respectfully notes that the remarketing agent's
      obligations with respect to the remarketing of the reset rate certificates
      are on a "reasonable efforts" basis and are subject to other conditions
      and termination events that customarily affect the financial condition of
      the trust and the ratings on all the certificates of the trust. The
      Prospectus discloses that the remarketing agent has no obligation to
      purchase the tendered reset rate certificates in the event that the
      remarketing agent is unable to remarket all of the tendered certificates.
      The list of events that would cause a Failed Remarketing are also
      disclosed in the Prospectus, which includes a failure by the remarketing
      agent to determine the applicable required reset terms and the new spread.
      Furthermore, risk factors relating to (i) the risks to the investors in
      the event of a Failed Remarketing and (ii) the risks of automatic tender
      if timely notice of the holder's election to retain its certificates is
      not received by the remarketing agent are contained in the Base
      Prospectus. In light of the existing provisions in the Prospectus, we
      believe that the addition of a risk factor relating to remarketing agent
      default is not warranted.

            Please note that we have also revised the method of distribution
section in the Base Prospectus to reflect the substance of our discussion
relating to unaffiliated remarketing agents, and, as we discussed and is
consistent with footnote 193 of the Commission's Asset-Backed Securities
Release, to permit the incorporation by reference of updated information
relating to the trust and its assets contained in filings under the Securities
Exchange Act of 1934, as amended.

            As I mentioned previously, the Registrant is currently contemplating
the commencement of an offering incorporating reset rate certificates and would
very much appreciate the Staff's prompt attention to this letter. We are hopeful
that the responses outlined in this letter satisfactorily address the Staff's
comments.

            If you have any questions regarding the foregoing responses, please
call me at (212) 504-6825.

                                    Very truly yours,

                                    Michael S. Gambro

cc:  Ms. Rolaine Bancroft
     Bianca Russo, Esq.
     Shivali Puri, Esq.

Enclosures:

                                      -3-

<PAGE>

          [United States Securities and Exchange Commission Letterhead]

Mail Stop 3561

                                                August 31, 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 1 to Registration Statement on Form S-3
      Filed August 22, 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.

<PAGE>

Bianca A. Russo, Esq.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
August 31, 2005
Page 2

General
-------

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

    2.  In an appropriate place in the prospectus supplement or base prospectus,
        please provide a flow chart or diagram that depicts the flow of funds
        for the transaction, including the payment allocations, rights and
        distribution priorities among all classes of the issuing entity's
        securities, and within each class, with respect to cash flows, credit
        enhancement or other support and any other structural features designed
        to enhance credit, facilitate the timely payment of monies due on the
        pool assets, adjust the rate of return on the securities, or preserve
        monies that will or might be distributed to security holders.

Prospectus Supplement
---------------------
Reset Rate Certificates, page S-4
---------------------------------
C. Remarketing Procedures, page S-4
-----------------------------------

    3.  Please refer to the last paragraph. We note that tender is not mandatory
        for the Class A-3R Certificates. We also note that on pages 19 and 45 of
        the base prospectus, you disclose that the reset securities are subject
        to automatic tender. Please disclose that here and briefly explain
        automatic tender.

Interest Distribution Amount, page S-83
---------------------------------------

    4.  Please refer to the last paragraph of this section on page S-84. We note
        that the Depositor may be able to determine LIBOR. On page S-94, we note
        that the Depositor may also change the remarketing agents for any reset
        period at any time on or before the related Remarketing Terms
        Determination Date. Please tell us what other roles the Depositor will
        have in the remarketing. What document will specify the duties of the
        Depositor in future remarketings? Please revise here and elsewhere
        throughout the prospectus as appropriate.

Base Prospectus
---------------
Other Accounts, page 25
-----------------------

    5.  Please expand your disclosure to specify what you mean by "other
        accounts."

<PAGE>

Bianca A. Russo, Esq.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
August 31, 2005
Page 3

LIBOR, page 35
--------------

    6.  We note that you have defined LIBOR in the base prospectus. Please
        explain what other definition of LIBOR could be set forth in the
        prospectus supplement.

    7.  We note that you refer to "a person specified in the related prospectus
        supplement" to perform certain tasks described on pages 35 through 42
        and elsewhere in the prospectus. Please disclose the identity of the
        persons to which you refer. Please also disclose whether these
        individuals or entities are affiliated with any of the transaction
        parties.

Remarketing Terms Determination Date, page 41
---------------------------------------------

    8.  Please disclose the minimum number of days that the remarketing terms
        determination date must precede the reset date. Accordingly, please
        disclose the same for the spread determination date on page 42.

Tender of Reset Rate Notes; Remarketing Procedures, page 45
-----------------------------------------------------------

    9.  Please create a risk factor to discuss the risks, if material,
        associated with remarketing agent default.

                                    * * * * *

      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

<PAGE>

Bianca A. Russo, Esq.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
August 31, 2005
Page 4

      o     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;

      o     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

      o     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 al