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SEC Letter and Base Prospectus

Table of Contents

 [Hunton & Williams LLP Logo]

 HUNTON & WILLIAMS LLP

 1900 K STREET, N.W.
WASHINGTON, D.C. 20006-1109

 TEL      202 • 955 • 1500

 FAX     202
• 778 • 2201

 DAVID T. MCINDOE

 Direct Dial: 202-955-1947

EMAIL: dmcindoe@hunton.com

 September 13, 2005

FILE NO: 54521.000071

 VIA EDGAR

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention: Ms. Johanna Losert

Re:
First NLC Securitization, Inc.

 Registration Statement
on Form S-3 (No. 333-127919)

 Dear
Ms. Losert:

 Thank you for your recent call regarding comments to the base
prospectus filed as part of the above referenced Registration Statement. Attached with this letter is a revised draft of the base prospectus that contains “R-tags” to show proposed changes to the base prospectus in response to your
comments. As requested, we limited the use of cash-flow and credit support agreements or instruments to those identified in the base prospectus. In addition, but not in response to a comment, we tailored the disclosure regarding pool insurance and
special hazard insurance as the prior disclosure was too narrowly drafted.

 Please let me know if you have any questions or comments on the base prospectus. If the changes are satisfactory, please advise and we will submit a pre-effective amendment to the registration statement to file the amended base prospectus
and remove the delaying legend.

 Thank you.

 Best regards,

 /s/ David T. McIndoe

 David T. McIndoe

 Attachment

cc:
G. Monique Kadnar, Esq. (w/o attach.)

 Jack A. Molenkamp,
Esq. (w/o attach.)

Table of Contents

Prospectus

 HUNTON & WILLIAMS LLP

 DRAFT OF SEPTEMBER 8, 2005

 First NLC
Securitization, Inc.

 Depositor

 Asset-Backed Pass-Through Certificates

 Asset-Backed Notes

 (Issuable in Series)

 Consider carefully the risk factors beginning on page 8 in this prospectus.

 Your securities will represent obligations of your trust only and will not represent
interests in or obligations of First NLC Securitization, Inc., or any of its affiliates. Neither your securities nor the underlying assets will be insured or guaranteed by any governmental agency or instrumentality. Unless expressly provided in the
accompanying prospectus supplement, your securities will not be insured or guaranteed by any person.

 This prospectus may be used to offer and sell any series of securities only if accompanied by the prospectus supplement for that series.

 The Securities

 First NLC Securitization, Inc. from time to time may form separate trust funds to issue asset-backed pass-through certificates or asset-backed notes in one or more series
with one or more classes.

•

Each issuance of securities will have its own series designation.

•

Each class of securities will evidence either the ownership interest in the assets of a trust or a debt obligation of a trust secured by the assets of that trust.

•

Holders of the securities will receive interest and principal payments solely from collections on their trust’s assets.

•

No market will exist for the securities of any series before they are issued and no assurances can be given that a secondary market for the securities will develop or, if developed,
will continue.

 Each Trust and its Assets

 As specified in the related prospectus supplement, each trust will consist primarily of the
following assets:

•

mortgage loans secured by one- to four-family residential properties;

•

mortgage loans secured by multifamily residential properties consisting of five or more dwelling units;

•

mortgage loans secured by mixed residential and commercial real estate properties;

•

apartment cooperative loans;

•

manufactured housing installment sales contracts and installment loan agreements; or

•

closed-end or revolving home equity loans or balances secured by one- to four-family residential properties.

 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

  September [    -    ], 2005

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 Important Notice About Information Presented in this

 Prospectus and the Accompanying Prospectus Supplement

 We provide information to you about your investment in two separate documents that progressively provide more detail: this prospectus, which provides
general information, some of which may not apply to your series of securities; and the accompanying prospectus supplement, which will describe the specific terms of your series of securities, including:

•

the principal amount, interest rate and authorized denominations of each class of securities;

•

the timing and priority of interest and principal payments;

•

statistical and other information about the specific assets of your trust;

•

information about credit enhancement, if any, for each class;

•

the ratings for each class; and

•

the method for selling your securities.

 You should rely only on the information provided in this prospectus and the accompanying prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different information. Your securities are not offered in any state where the offer is not permitted. The information provided in this prospectus or any prospectus supplement is accurate
as of the date on the front cover of these documents.

 If the
description of your securities in the accompanying prospectus supplement differs from the related description in this prospective, you should rely on the information in that prospectus supplement.

 We have included cross-references in this prospectus and in the accompanying
prospectus supplement to captions in these materials where you can find further related discussions. The following table of contents and the table of contents included in the accompanying prospectus supplement provide the pages on which these
captions are located.

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TABLE OF CONTENTS

Page

SUMMARY OF PROSPECTUS

1

RISK FACTORS

8

Risks Related to Prepayment and Yield

8

Risks Related to the Securities

9

Risks Related to Assets

15

THE DEPOSITOR

22

USE OF PROCEEDS

22

DESCRIPTION OF THE SECURITIES

23

General

23

Principal and Interest Payments

25

Allocation of Realized Losses

28

Principal Amount of Securities

29

Optional Redemption or Termination

29

Book-Entry Procedures and Definitive Securities

30

Global Clearance, Settlement and Tax Documentation Procedures

35

Certain U.S. Federal Income Tax Documentation Requirements

38

MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

41

Maturity and Prepayment Considerations

41

Yield Considerations

42

THE TRUSTS

44

Assignment of Assets

44

The Assets

45

Asset Information in Prospectus Supplements

50

Payment Provisions of the Assets

51

Substitution of Assets

52

Pre-Funding Account

53

Accounts

54

Investment of Funds

55

Cash Flow Agreements and Derivative Instruments

57

CREDIT ENHANCEMENT

58

Subordinate Securities

58

Cross-Support Provisions

58

Overcollateralization

59

Letter of Credit

59

Reserve Fund or Accounts

59

Financial Guarantee Insurance Policy

59

Primary Mortgage Insurance

60

Pool Insurance

62

Hazard Insurance Policies

63

Borrower Bankruptcy Insurance on the Assets

65

Fidelity Bonds and Errors and Omissions Insurance

65

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Delivery of Additional Assets

66

ORIGINATION AND SALE OF ASSETS

67

General

67

Origination of the Assets and Underwriting Standards

67

Qualifications of Unaffiliated Sellers

71

Representations and Warranties; Repurchases

71

SERVICING OF THE ASSETS

74

General

74

Remittance of Payments on Assets

74

Advances

75

Withdrawals from the Payment Account

76

Collection and Other Servicing Procedures

78

Subservicers

79

Maintenance of Insurance Policies; Insurance Claims and Other Realization upon Defaulted Assets

80

Evidence as to Servicing Compliance

81

CERTAIN TERMS OF THE POOLING AND SERVICING AGREEMENT, THE TRANSFER AND SERVICING AGREEMENT AND THE INDENTURE

83

The Agreements

83

Master Servicer

83

Trust Administration

84

Retained Interest; Servicing Compensation and Payment of Expenses

84

The Trustee

85

Amendment

86

Master Servicer Events of Default

87

Rights Upon Master Servicer Event of Default

88

Reports to Securityholders

89

Termination

90

Certain Terms of the Indenture

91

Discharge of the Indenture

93

CERTAIN LEGAL ASPECTS OF THE ASSETS

94

General

94

Mortgage Loans

94

Interest in Real Property

94

Foreclosure

95

Cooperative Loans

97

Manufactured Housing Installment Sales Contracts

99

Consumer Protection Laws with respect to Assets

102

Anti-Deficiency Legislation and Other Limitations on Lenders

102

Servicemembers Civil Relief Act and Similar State-Enacted Legislation

104

Environmental Considerations

104

“Due-on Sale” Clauses

106

Enforceability of Prepayment and Late Payment Fees

107

Equitable Limitations on Remedies

108

Secondary Financing; Due-on-Encumbrance Provisions

108

Alternative Mortgage Instruments

109

Forfeitures in Drug and RICO Proceedings

109

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

110

General

110

REMIC Certificates

111

Grantor Trusts

146

Debt Securities and Partnership Trusts

154

Taxation of Debt Securityholders

155

Taxation of Owners of Partnership Securities

155

STATE TAX CONSIDERATIONS

162

ERISA CONSIDERATIONS

162

General

162

Plan Assets

163

Possible Exemptive Relief

164

Underwriters’ Exemption

164

Consultation with Counsel

170

Certain Required Representations

171

LEGAL INVESTMENT CONSIDERATIONS

172

PLAN OF DISTRIBUTION

174

RATINGS

174

ADDITIONAL INFORMATION

175

Financial Information

175

LEGAL MATTERS

175

INDEX OF TERMS

1

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SUMMARY OF PROSPECTUS

 This summary
is qualified in its entirety by reference to the detailed information appearing elsewhere in this Prospectus and in the related Prospectus Supplement which will be prepared in connection with each series of securities.

 Securities

A trust will issue either asset-backed pass-through certificates (“certificates”) or asset-backed notes (“notes,” and together with the certificates, the
“securities”), which securities will be issued from time to time in series and in classes.

 Seller

Each of the sellers of mortgage loans or other assets to the depositor, which sellers may include affiliates of the depositor.

 Depositor

First NLC Securitization, Inc.

 Issuer

A trust created pursuant to either a pooling and servicing agreement, in connection with the issuance of certificates, or a trust agreement, in connection with the issuance of
notes.

 Trustee

Each trustee under the applicable pooling and servicing agreement or indenture and named as such in the related prospectus supplement.

 Servicer

 Assets will be serviced by one or more servicers as identified in the prospectus supplement.

 A master servicer may supervise the servicing of the assets of a trust for certain series.
The master servicer, upon the default of a servicer, generally will assume the primary servicing responsibilities with respect to the assets serviced by defaulting servicer or engage a successor servicer.

 Assets

Your trust primarily will include assets of the following types:

 •      Single Family Mortgage Loans

Mortgage loans secured by mortgage liens on one- to four-family residential properties;

 •      Multifamily Mortgage Loans

Mortgage loans secured by mortgage liens on multifamily (five or more families) residential properties;

 •      Apartment Cooperative Loans

Mortgage loans secured by shares issued by housing cooperatives and related leases and occupying agreements;

 •      Mixed Use Mortgage Loans

Mortgage loans secured by mortgage liens on mixed commercial/residential use properties;

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 •      Home Equity Loans

Closed-end and/or revolving home equity loans or balances thereof secured by mortgage liens on one- to four-family residential properties;

 •      Pre-funding Account

An account containing funds deposited on the closing date to be used exclusively to acquire additional assets generally during a specified period (as more fully described in the related
prospectus supplement) following the issuance of securities; or

 •      Capitalized Interest Account

An account containing funds deposited on the closing date to be used exclusively to make full payments of interest on the securities on any payment date during or immediately following the
pre-funding period.

 Important Dates

The following are certain significant dates and periods related to your securities;

 •      Payment Date

The business day set forth in the related prospectus supplement on which payments are made to the securityholders. In connection with the issuance of certificates, this day may be referred to
as the “distribution date”;

 •      Servicer Remittance Date

The business day set forth in the related prospectus supplement on which the servicer remits collections on the assets and advances, if any, to the master servicer or the
trustee;

 •      Determination Date

The business day set forth in the related prospectus supplement, on which the servicer is required to determine among other things the amounts to be advanced with respect to the
securities;

 •      Record Date

Unless otherwise specified in the prospectus supplement, with respect to fixed rate securities, the last business day of the month preceding the payment date. With respect to floating rate
securities, the business day preceding the payment date;

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 •      Accrual Period

Unless otherwise specified in the prospectus supplement, with respect to fixed rate securities, the calendar month preceding the payment date, and with respect to floating rate securities,
the period from the preceding payment date through the business day preceding the payment date;

 •      Due Period

With respect to a payment date, the period from the second day of the calendar month preceding the calendar month in which the payment date occurs through the first day of the calendar month
in which the payment date occurs; and

 •      Prepayment Period

The calendar month preceding the calendar month in which the payment date occurs.

 Credit Enhancement

If so provided in the related prospectus supplement, partial or full protection against certain defaults and losses on the assets may be provided to one or more classes of securities in the
form of subordination of one or more other classes of securities of such series, or may be provided by one or more other types of credit enhancement, such as a letter of credit, pool insurance policy, special hazard insurance policy, mortgage
bankruptcy insurance, financial guarantee insurance policy, primary mortgage insurance, reserve fund or another type of credit enhancement, or a combination thereof. The amount and types of coverage, the identification of the entity providing the
coverage and related information with respect to each type of credit enhancement will be described in the related prospectus supplement. See “Risk Factors—Risks Related to the Securities—Credit enhancement may not cover all losses
on your securities” in this prospectus.

 Advances

A servicer may be obligated as part of its servicing responsibilities to make certain advances that in its good faith judgment it deems recoverable with respect to delinquent scheduled
payments of principal and interest on assets. The servicers also may be obligated to advance delinquent payments of taxes, insurance premiums and escrowed items, as well as liquidation-related expenses with respect to assets. Neither the depositor
nor any of its affiliates that are not also servicers will have any re