SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						November 29, 2005

Room 3561

Mr. Charles W. McGuire, Esq.
Director
HMB Acceptance Corp.
2002 Summit Blvd., Suite 100
Atlanta, GA 30319

	Re:	HMB Acceptance Corp.
		Registration Statement on Form S-3
		Filed November 4, 2005
		File No. 333-129452

Dear Mr. McGuire:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your documents 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.  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
filings.
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.

Registration Statement on Form S-3

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.

2. We note that you indicate throughout the base prospectus that
you
will provide information regarding such things as assets, credit
enhancement or other features that were not described in the base
prospectus in the related prospectus supplement.  For example, we
note your statement on page 30 that the trust for each series of
securities may include "any other asset, instrument or agreement
relating to the trust and specified in the prospectus supplement,"
and that on page 67 you indicate that credit enhancement features
may
include "another method of credit enhancement specified in the
applicable prospectus supplement."  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 assets, credit
enhancements or other structural features reasonably contemplated
to
be included in an actual takedown.

3. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has 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. We note that your base prospectus indicates that the trusts may
include mortgage-backed securities insured or guaranteed by Fannie
Mae, Freddie Mac or Ginnie Mae, and asset-backed securities backed
by
assets of the type described in the base prospectus.  However,
none
of the four prospectus supplements you have provided 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.

5. Please confirm that you plan to file the finalized agreements,
including the exhibits to these agreements, as exhibits to the
registrant statement or under cover of Form 8-K and incorporated
by
reference into the registration statement at the time of each
takedown.  Refer to 1100(f) of Regulation AB.

Base Prospectus

6. To the extent practicable, please replace phrases like "unless
the
prospectus supplement says otherwise," with bracketed disclosure
showing the variations you intend.  For example, we note your
disclosure on page 60 indicating that a series of securities may
include "classes of securities of various types described in the
prospectus supplement."  Please list or describe these various
classes of securities in the base prospectus.

The Trusts and the Trust Assets

Mortgage Loans, page 30

7. We note that trusts may include mortgage loans with adjustable
mortgage rates, including loans whose interest rate adjusts on the
basis of variable indices.  Please expand your disclosure to
identify
the indices on which the adjustable mortgage rates may be based.
Additionally, 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 SEC Release 33-8518.

8. We note your disclosure at the bottom of page 31 indicating
that
mortgaged properties may be located outside of the United States
and
that the related mortgage notes may be denominated in foreign
currencies.  Please revise to provide the disclosure required by
Item
1100(e) of Regulation AB or advise.  Alternatively, delete this
disclosure.

Pre-Funding, page 45

9. We note that you contemplate a prefunding account to purchase
additional primary assets and that, in no event will the
prefunding
period exceed one year.  Please revise to confirm that you will
not
use more than 50% of the offering proceeds to fund this account.
Refer to Item 1101(c)(3)(ii)(B) of Regulation AB.

First Prospectus Supplement (Covering Mortgage or Asset-Backed
Notes)

Cover Page

10. We note that the cover page indicates that this prospectus
supplement may be used to offer either mortgage or asset-backed
notes.  However, the discussion of the asset pool included in the
prospectus supplement refers only to mortgages.  Please revise to
clarify or advise.

11. When referring to transaction parties, please use the
terminology
set out in Regulation AB.  Please refer to Item 1101(f) of
Regulation
AB for the definition of issuing entity.  In this regard, please
revise your cover page, including the second sentence in the box,
to
refer to the issuing entity.  Refer to Item 1102(d).

Summary

12. While we note your discussion regarding the subordination of
payments, please expand your summary to better explain the flow of
funds, payment priorities and allocations among the classes of
securities both offered and not offered.  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 in understanding the
payment flow on all classes of issued notes.  Refer to Item
1103(a)(3)(vi) of Regulation AB.

13. Please expand your pre-funding and revolving period
discussions,
as applicable, to indicate the percentage of the asset pool.

Credit Enhancement, page S-36

14. Please confirm that you will file any enhancement or support
agreements regarding derivative instruments as exhibits to the
registration statement.  Refer to Item 1114(a), Instruction 1.

Description of the Mortgage Pool, page S-41

15. 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.

The Servicer and the Subservicer

Delinquency and Foreclosure Experience, page S-51

16. While we note the disclosure you have provided in this
section,
you should expand to provide all of the information required by
Item
1100(b) of Regulation AB.  For example, it does not appear that
you
have presented loss and cumulative loss information regarding
charge-
offs, charge-off rate, gross losses, recoveries and net losses.
Please ensure that your next amendment includes the information
required by subparagraphs 1-6 of Item 1100(b) of Regulation AB.

Use of Proceeds, page S-80

17. We note your reference to "net proceeds."  Please disclose the
amount of expenses payable from the offering proceeds.  Refer to
Item
1107(j) of Regulation AB.

Ratings, page S-81

18. Describe any arrangements to have the ratings monitored while
the
securities are outstanding.  Refer to Item 1120 of Regulation AB.

*	*	*	*	*

      As appropriate, please amend your 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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
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 staff comments and the declaration of
effectiveness 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 Rule 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.

	If you have any questions regarding these comments, you may
contact Sara Kalin at (202) 551-3454.  If you need further
assistance, you may contact me at (202) 551-3750.

								Sincerely,

								Max A. Webb
								Assistant Director

cc:	Via Facsimile (202) 775-8586
	Mr. Edward E. Gainor, Esq.
	McKee Nelson LLP
	Telephone: (202) 775-4137

??

??

??

??

Mr. Charles McGuire
HMB Acceptance Corp.
November 29, 2005
Page 1

</TEXT>
</DOCUMENT>