Securities Act of 1933
Rule 144(d)

August 12, 2005

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division, without necessarily agreeing with your analysis, will not recommend enforcement action to the Commission if Collateral Investment Corp., in reliance on your opinion that the proposed liquidating dividend paid in common stock of Triad Guaranty, Inc. is not a sale within the meaning of section 2(a)(3) of the Securities Act of 1933, effects the described liquidating distribution without registration under the Securities Act. In addition, for purposes of rule 144(d), transferees of the Triad shares may look to the period the shares had been held by CIC.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach different conclusions. The Division's position on registration under the Securities Act expresses its view on enforcement action only. It does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/triad081205-144.htm