SecProbe.io

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Mail Stop 3561

      	October 19, 2005

Via U.S. Mail

John A. Hupalo
The National Collegiate Funding LLC
800 Boylston Street, 34th Floor
Boston, MA  02199-8157

Re: 	The National Collegiate Funding LLC
	Registration Statement on Form S-3
	Filed September 19, 2005
	File No. 333-128413

Dear Mr. Hupalo:

      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 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.

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. We note that you indicate throughout the base prospectus that
you
will provide such things as interest rates on the notes, student
loan
programs, credit enhancement or other features that were not
described
as contemplated in the base prospectus in the related prospectus
supplement.  Please see our related comments on this point
throughout
the letter.  Please note that a takedown off of a shelf that
involves
assets, structural features, credit enhancement or other features
that
were not described in the base  prospectus will usually require
either
a new registration statement, if to include additional assets, or
a
post-effective amendment.  Also, please note that Securities Act
Rule
409 requires that the registration statement be complete at the
time
of effectiveness except for information that is not known or
reasonably available.  Please revise the base prospectus to
describe
the credit enhancement or other structural features reasonably
contemplated to be included in an actual takedown.
3. In the next amendment, please include, to the extent
practicable,
bracketed language showing both where you plan to include
information
in the prospectus supplement and what the substance of that
information will be in terms of compliance with Regulation AB.  We
believe this will not only enable us to better review your shelf
filing but that it will also make it less likely that any form
required information will not be inadvertently omitted.  See our
related comments below for more guidance.
4. Please confirm that all finalized agreements will be filed at
the
time of takedown. Please refer to Item 1100(f).
5. 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.

Registration Statement Cover Page
6. Please register the guaranties.  Revise your fee table to list
the
guaranties.

Prospectus Supplement
General
7. Please add bracketed disclosure regarding when the interest
rate
may be auction-determined or advise.
8. Please add a separate section and provide the disclosure
requested
in Item 1117 of Regulation AB that would be material to investors
here
or in the base prospectus.  If there are no current legal
proceedings
pending against any transaction party, please state.
9. Please add a separate section here or in the base prospectus
and
disclose the affiliations, certain relationships and related
transactions of the transaction parties referred to in Item 1119
of
Regulation AB.

Cover Page
10. Please revise to identify the "sponsor" and the "issuing
entity"
here and on the cover page of the base prospectus.  Refer to Item
1102(a) of Regulation AB.
11. Please revise the statement located in the highlighted box
here to
accurately reflect the language under Item 1102(d) of Regulation
AB.
In this regard, please clarify that the securities represent the
obligations of the issuing entity.
12. Please include disclosure regarding the distribution frequency
and
identify the first distribution date.  Refer to Item 1102(g) of
Regulation AB.

Summary of Terms, page S-1
General
13. Consider providing a diagram in the summary section to
illustrate
the relationships among the parties, the structure of the
securities
offered (including, for example, the flow of funds, or any
subordinate
features) and any other features in the transaction.  Refer to
Item
1103(a) of Regulation AB.  Please identify the depositor, sponsor,
servicer, administrator, trustees, guarantors, etc.
14. Where applicable, please revise to identify transaction
parties
consistent with the definitions in Item 1101 of Regulation AB.
For
instance, it appears to us that "sellers" should be identified as
originators.

15. We note that you provide a chart on page S-77 illustrating the
flow of funds if no subordinate note interest trigger is in
effect.
If material, please consider providing a flow chart illustrating
the
flow of funds if a subordinate note interest trigger is in effect
or
advise.

Additional Trust Student Loans, page S-9
16. We note that you contemplate a prefunding account to purchase
additional student loans.  Please confirm that any prefunding
period
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.

Fees, S-11
17. Please revise to summarize the amount or formula for
calculating
the fee that the servicer(s) will receive for performing its
duties,
and identify from what source those fees will be paid and the
distribution priority of those fees.  Refer to Item 1103(a)(7) of
Regulation AB.
18. We note your disclosure at page S-68 that the issuer will pay
the
administrator the fees on certain intermittent distribution dates.
Please provide an explanation of how the dates will be determined
with
accompanying disclosure.  Refer to Item 1113(c) of Regulation AB.

The Sellers, page S-26
19. We note that the sellers will use the same or similar TERI
underwriting criteria, however, please also confirm you will
provide
Item 1110(b) information for originators that are expected to
originate 20% or more of the pool assets.  Consider adding
bracketed
disclosure.
20. We note your disclosure that student loans purchased by the
trust
with proceeds on deposit in the pre-funding account may be
purchased
from other sellers.  Please advise us why you do not believe they
would need to be named in the supplement and how you would plan to
update your information to provide Item 1110 information regarding
these additional originators.
21. Please revise your chart on page S-27 to name the appropriate
transaction parties.

Servicers, page S-27
22. We note that the asset pool may be serviced by more than one
servicer.  Please confirm that you will provide disclosure
pursuant to
Item 1108 for each unaffiliated servicer that services 10% or more
of
the pool assets and any other material servicer responsible for
the
duties listed in Item 1108(a)(2)(iv) of Regulation AB.

The Student Loan Guarantor, page S-29
23. Please refer to the first paragraph.  Disclaimers of liability
for
material information are not appropriate.  Please revise to delete
the
disclaimer here and any other similar ones in the prospectus.
24. We note that TERI will guarantee loans based on the events
listed
that begin on the bottom of page S-29.  Please confirm that
delinquent
assets will not constitute 20% or more, as measured by dollar
volume,
of the asset pool as of the cutoff date.  Refer to General
Instruction
I.B.5.(a)(ii) of Form S-3.
25. We note that you will attach an Annex to the prospectus
supplement
to include the financial statements of TERI.  Please confirm that
the
financial statements will meet the requirements set forth in Item
1114(b)(2)(ii).  Furthermore, please confirm that you will file
the
appropriate consents as exhibits.  Finally, please specifically
incorporate any Annex into the text to remove any misunderstanding
that they are not part of the prospectus or supplement.

Securities Previously Issued by Affiliates of the Sponsor, page S-
39
26. Please provide static pool information as required by Item
1105.

Characteristics of the Trust Student Loans, page S-39
27. We note the disclosure in the base prospectus that the
depositor
can be made to repurchase the receivables if the trust is
materially
and adversely affected by a breach of the representations or
warranties.  The pool may not contain a non-performing loan at the
cut-off date; please tell us how you will ensure that it does not.
28. Please consider disclosing servicer distribution information
for
the pool, or advise why this information would not be material.
Please refer to Item 1111(b)(6).

Distribution of the Trust Student Loans by Borrower State, page S-
49
29. Please advise if there is a percentage limit on "other."

TERI Guaranty Agreements, page S-62
30. We note your disclosure that the trust will repurchase
"rehabilitated student loans."  Please explain to us how this
meets
feature meets the discreteness requirement for the assets.  Refer
to
Item 1101(c)(1) of Regulation AB.

Base Prospectus

The Notes, page 2
31. We note your disclosure that classes of notes may also have a
"different interest rate specified in the related prospectus
supplement."  Please delete.  Similarly delete this as it applies
to
the certificates and found on page 3.

Assets of the Trust, page 3
32. Refer to the fourth paragraph.  Please delete the reference to
"any other account."  Please revise to describe all contemplated
trust
accounts in the base prospectus.
33. Refer to the sixth paragraph.  Please delete "similar
financial
contracts."

Credit and Cash Flow or Other Enhancement, page 4
34. Refer to the last bullet point.  Please remove here and on
page 25
the phrase "other support, cash deposit, derivative or other
arrangements described in the related prospectus supplement."  If
you
are referring to other types of support, deposit or derivative
arrangements that are not disclosed in the list, please revise to
include them in the base prospectus.  Please note that forms of
credit
enhancement must meet the definition of an asset-backed security.
35. Refer to the second to last bullet point.  Please revise here
and
throughout to clarify that "swap agreements" will be limited to
interest rate or currency swaps or advise us how the anticipated
swaps
would meet the definition of asset backed security.  Refer to
Section
III.A.2.a. of the Regulation AB Adopting Release (Release No. 33-
8518;
34-50905) and Item 1115 of Regulation AB.

Formation of the Trusts, page 7
36. Please delete the last paragraph in this section.  You should
describe all contemplated entities in the base prospectus.

The Student Loan Programs, page 11
37. Please delete that the loan programs are "subject to change,"
and
the last bullet point in this section.

Floating Rate Securities, page 22
38. Please delete the statement "or some other rate" at the end of
the
first paragraph.  Disclose all of he different indices that you
contemplate using for determining interest.  Refer to Item
1113(a)(3)
of Regulation AB.  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 currency swap.  Refer
to
Section III.A.2. of the Adopting Release for Regulation AB
(Release
Nos. 33-8518; 34-50905).

Credit and Cash Flow or other Enhancement or Derivative
Arrangements,
page 24
39. Please provide a general description of the types of credit
enhancement listed in the bullet points on page 24.  We note your
disclosure on the reserve account on page 25.
40. Add bracketed language to the prospectus supplement to clarify
that you will provide the financial information as outlined in
Item
1114(b) if the aggregate significance percentage is 10% or more.
41. We note that you may enter into interest rate or currency
swaps.
Provide for disclosure of the descriptive information required by
Item
1115(a) of Regulation AB, including the significant percentage the
interest rate represents.  Likewise, provide the financial
information
as outlined in Item 1115(b) if the significant percentage is 10%
or
more.  Provide the language in brackets in the prospectus
supplement,
if applicable.
42. We note you may use "interest rate protection agreements,"
"repurchase obligations," and "yield protection agreements."
Please
provide us with your legal analysis to explain how these
agreements
would meet the definition of asset-backed security.

Available Information, page 65
43. Please note that the SEC address is now 100 F Street, NE,
Washington, D.C.  20549.
Reports to Security holders, page 65
44. We note that periodic reports will be delivered to the
security
holders and filed with the SEC.  Please revise to provide the
information required by Item 1118(a) and (b).  Also, please
confirm
that you will comply with the reporting and attestation
requirements
of Items 1122 and 1123.  Please confirm that your Item 1122
reports
will use the minimum serving criteria in Item 1122(d).  Please
also
note that compliance statements may be required from each
servicer.
Please refer to Instruction to Item 1123.

Signatures
45. Please also provide signatures for the guarantor when you
register
the guaranties.

* * * * *

      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