SecProbe.io

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                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]

                                September 9, 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. 3 to Registration Statement on Form
            S-3, Filed on September 9, 2005 (File No. 333-126661)
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Dear Ms. Williams:

            As you know, 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 September 8, 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. 2 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. 3 to the Registration Statement (the
"Post-Effective Amendment No. 3"), 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. 2.

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

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Ms. Jennifer G. Williams                                       September 9, 2005

            1. The Registrant notes the Staff's comment and has included in
      Post-Effective Amendment No. 3 the table originally set forth on the cover
      page of the Registration Statement showing the amount of securities
      registered and the calculation of the registration fee and related
      footnotes, with the addition of a new footnote relating to the offer and
      sale of securities as part of remarketing transactions.

            2. The Registrant notes the Staff's comment and confirms that when a
      remarketing agent is appointed, the Registrant will disclose in the
      summary of the terms of the prospectus supplement whether the remarketing
      agent is affiliated with any of the other transaction parties. The
      Prospectus Supplement has been revised to include language to this effect.

            3. In response to the Staff's comment, the Prospectus Supplement has
      been revised to include a cross-reference to the section of the Base
      Prospectus entitled "Description of the Certificates--Additional
      Information Regarding Reset Rate Certificates--Tender of Reset Rate
      Certificates; Remarketing Procedures" that describes the automatic tender.

            4. The Registrant notes the Staff's comment and has revised the
      priorities of payment and loss allocations diagram in the Prospectus
      Supplement to reflect payments to and from the swap counterparty under a
      swap agreement for the Class A-3R certificates.

            The Registrant would very much appreciate the Staff's prompt
attention to this letter in light of the currently contemplated offering
including reset rate certificates. 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,

                                    /s/  Michael S. Gambro

                                    Michael S. Gambro

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

Enclosures:
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