Model Form ABS for registration of offerings under the Securities Act is attached to this letter as Exhibit A. We believe the Commission can address the specific needs of ABS investors with greater ease with Model Form ABS, than could be accomplished by revising proposed Forms A and B, and adopt changes to it and to related regulations more easily than with other proposed forms. A separate Form ABS would be preferable because it better accommodates idiosyncrasies of ABS offerings.¹¹

B. Eligibility to designate effectiveness of ABS registration statements should depend solely on credit quality ratings and the sophistication of the offerees. The Commission's proposed criteria for lifting its restrictions on access to the public markets do not apply well to ABS. For example, neither the objective criteria for identifying an issuer with a demonstrated market following (public float, average daily trading volume, and Exchange Act reporting history) nor the subjective goal of those criteria (to identify issuers followed by a significant number of analysts) has any real significance in the securitization markets.¹²

Similarly, an Exchange Act reporting history does not have significance for most ABS issuers. These reports generally provide only statistical data on the performance of a discrete pool of assets. Moreover, a single, well-established ABS program may use a new trust, depositor or other special purpose entity for each new offering. Thus, identifying an entity with a reporting history may be difficult (if not impossible) in these structured finance programs.

In the context of an ABS offering, an investment-grade rating is an effective substitute for the other indicia of the issuer's eligibility for shelf registration on Form S-3. The rating reflects the rating agency's evaluation of the relative quality of the assets, the structure of the transaction, legal protections, the tax treatment, the servicer's capabilities and experience, and the credit enhancement (if any) for the transaction. A credit quality rating indicates that the risks associated with the transaction have been fully analyzed by a sophisticated entity that specializes in this type of analysis. These ratings, together with the extremely limited discretion afforded to issuers after the securities have been issued, are characteristics of "ideal" transactions in which the Commission could reasonably afford ABS issuers more control over the public offering process.

C. The Commission should adopt alternatives for staff review of certain registration statements. The current shelf registration system, and the proposals for staff review of Exchange Act reports of Form B issuers, both afford the staff a meaningful opportunity to periodically review filings by issuers who would otherwise have unfettered access to the public capital markets. We believe that periodic review of investment-grade ABS offerings should not be necessary; nevertheless, we realize that the Commission may wish to retain staff review of filings. The Commission might choose to withdraw the right to designate effectiveness for:

• an offering of novel or unique securities (i.e., the underlying collateral is composed of an asset class that has not previously been securitized);¹³ or
• any established registrant, if the staff notifies the registrant that it needs to review the registrant's filings during the 30 days after the third anniversary of the later of:
• the effective date of its first registration statement; or
• the first date on which the staff was entitled to elect to review a registration statement, if the staff did not elect to exercise that right; or
• the effective date of its last registration statement reviewed by the staff.

We believe that retaining these rights to review filings would afford the staff the opportunity to monitor disclosure practices in the industry. We do not believe more frequent review would be necessary for the protection of investors.

D. The staff should not use restrictive interpretations of the term "asset-backed security" to govern the choice of registration form. In our Model Form ABS and Regulation S-K disclosure items, we have revised the current definitions of "asset-backed security"¹⁴ and "eligible assets"¹⁵ to reflect the broader scope of securities that we believe constitute "asset-backed securities." Asset-backed security would be defined as "a security that is primarily serviced by the cashflows of a discrete pool of eligible assets." Under our proposals, eligible asset would be comprised of "cash and financial assets, either fixed or revolving, whether current or delinquent, that by their terms convert into cash within a finite time period (and, with respect to leases and with respect to financial assets that have foreclosure rights, the property underlying such leases and financial assets) plus any rights or other assets designed to assure the servicing or timely distribution of proceeds to the securityholders." Moreover, our definition expressly states that the "status of an asset as an `Eligible Asset' shall not be affected by delinquencies or losses on such asset."¹⁶ We also believe our definitions will permit the short-form registration of offerings that resecuritize pools of ABS.

Since Form S-3 eligibility was extended to registrants of asset-backed securities, the staff has repeatedly reinterpreted the language to exclude offerings, notwithstanding the Commission's statement that "a broad standard has been adopted in order to provide sufficient flexibility and to accommodate future developments in the asset-backed marketplace."¹⁷ For example, the staff has taken the position that delinquent assets do not "by their terms convert into cash in a finite period of time" and that securitizations that include more than 20% delinquent assets (raised from an initial staff position of 5%) should not qualify as asset-backed securities.¹⁸ These positions apparently reflect a level of discomfort by Staff in affording shelf registration privileges to these offerings, rather than a conclusion that the securities were not, in fact, asset-backed securities. We do not believe that this type of interpretation (typically arising during the staff review process) should be used to retroactively restrict eligibility to use short-form registration.

Whether the Commission adopts Form ABS, includes ABS on proposed Forms A and B, or revises Form S-3 to specifically accommodate offerings of ABS, we believe the Commission should revise the definition of ABS as we have proposed. To the extent the Commission wishes to regulate certain categories of ABS differently from other categories of ABS, it should do so explicitly in a formal rulemaking proceeding, with an opportunity for public comment.

E. Staff monitoring of, and communication with, the ABS industry should be uniform. Although there are numerous ABS issuers, ABS securities and the disclosure that accompanies an ABS offering (unlike disclosure in offerings by operating companies) tends to be fairly consistent among all issuers of ABS supported by the same asset class. Because this disclosure has developed over time without a system of formalized disclosure rules, many ABS industry participants believe that the staff has attempted to address structural or disclosure concerns that it now has with respect to the industry in the context of staff review of a single issuer's registration statement. Although we appreciate the need for this approach during the period that ABS was a new sector of the market, our view is that the market has now matured beyond this point.

Accordingly, we hope that the Commission will, in accordance with our recommendation, adopt formalized disclosure rules for ABS offerings and discontinue this ad hoc development. To the extent that ABS disclosure continues to evolve, we strongly recommend that the staff eliminate the practice of raising industry concerns in an issuer-specific context and as a precondition to use of a registration statement, and instead communicate these concerns to all ABS issuers through a formal release or interpretation.

III. Regulation S-K should be revised to prescribe disclosure items for ABS

The disclosure utilized in registration statements for ABS offerings and in Exchange Act reports developed through the participation of issuers, underwriters, investors, rating agencies, lawyers and the staff. As with the integrated disclosure system generally, we believe this evolutionary approach to disclosure regulation has been appropriate and fruitful. Both the market and the process have matured since the early 1980s, and particularly since the Commission extended Form S-3 shelf registration to investment-grade ABS. With that maturation, we believe the time has come to recognize in a formal manner the idiosyncrasies of ABS transactions in the line item disclosure requirements of Regulation S-K. Attached as Exhibit B is Model Item 1000 et seq., prescribing disclosure applicable to Securities Act registration statements and Exchange Act reports, which we believe would be appropriate for inclusion in Regulation S-K.

The Model contemplates that three major categories of disclosure would be applicable to each ABS transaction: (a) the financial assets being securitized (Item 1004); (b) the securities being offered (Item 1005); and (c) the securitization transaction (Item 1006). We believe the ABS market will continue to evolve and that appropriate disclosure will vary from transaction to transaction; accordingly, we hesitate (and we believe the Commission should hesitate) to dictate with great particularity what should and should not be disclosed. For that reason, the Model incorporates the general materiality standard under federal securities law. In this regard, we have also offered guidance to issuers who ultimately must make those materiality determinations, and who bear liability for their decisions.

The matters that we identified for disclosure (or disclosure consideration) are based on the disclosure that is currently being made in ABS offerings. We are not aware that current disclosure in any ABS transaction has proved to be inadequate in any significant respect. The disclosure that has evolved has been very much influenced not only by the caution of ABS transaction participants, but also by what investors want to know about investment-grade ABS. Thus, we see no need to make any significant change to current disclosure practices; we do, however, see a need to provide certainty to market participants by codifying these practices.

IV. Proposals for communications with investors would not improve quality or timeliness of disclosure to ABS investors.

The Proposing Release attempts to ease many existing restrictions on communications during the offering process.¹⁹ In a series of no-action letters, the staff has already eased these restrictions for the offering of ABS. These letters generally permit issuers and underwriters to use term sheets and computational materials.²⁰ The Commission proposes to broaden the range of permitted communications beyond those contemplated by the ABS no-actions letters, while at the same time changing the liability standards. The Committee supports codifying (with certain modifications) the staff's current positions; however, we do not believe the proposals for communications with investors in the Proposing Release will improve the quality or timeliness of disclosures to ABS investors.

A. Term sheets are summary documents that should not give rise to strict liability Section 11. It is industry practice for ABS issuers and underwriters to provide investors with structural term sheets, which describe the financial terms of an offering (e.g., description of the securities to be offered, structure of the transaction, etc.); collateral term sheets, which describe the asset class underlying the securities; and series term sheets, which combine aspects of both structural term sheets and collateral term sheets and are often provided in connection with an offering of securities under an effective shelf registration statement. The staff's ABS no-action letters generally establish the following general rules for disseminating and filing term sheets:

• Structural term sheets relating to ABS that have been issued and purchased by underwriters²¹ and sent to potential investors before a final prospectus becomes available must be filed at or before the filing of the final prospectus pursuant to Rule 424(b) under the Securities Act.²²
• Structural term sheets that are distributed after a final prospectus is available, but before the potential investor has been sent or received a final prospectus, must be filed as soon as possible, and in any event within two business days of first use.
• An initial collateral term sheet provided to a potential investor must be filed within two business days of first use, and any subsequent collateral term sheet that reflects a substantive change in information previously presented must also be filed within two business days of first use.
• A series term sheet must be filed pursuant to the requirements for both a structural term sheet and a collateral term sheet, which is usually within two business days of first use.
• If an issuer must file a term sheet, the underwriter may not send written confirmations until the term sheet has been filed.

A term sheet relating to an offering pursuant to a registration statement on Form S-3 must be filed as a Current Report on Form 8-K, and incorporated by reference into the registration statement. Additionally, collateral term sheets and series term sheets must bear a legend stating that the information contained in the term sheet will be superseded by the prospectus supplement and that the information supersedes any prior collateral or series term sheets. As a result of incorporating the terms sheets into the registration statement by reference, issuers, underwriters, and other persons incur strict liability under Section 11 of the Securities Act for information contained in term sheets to the same extent as they are liable for other information in the registration statement.

As proposed, ABS term sheets would be deemed "offering information" and form part of the registration statement, thereby creating strict liability under Section 11. By their very nature, term sheets are summary disclosure and do not purport to fully describe all material aspects of the offering. Term sheets are intended to summarize what the prospectus (or prospectus supplement) will fully disclose about the securities and the offering.

Thus, when considering the question of full and accurate disclosure regarding a securities offering, term sheets should not be considered in isolation, but should be read as either supplementing or as being part of the statutory prospectus and registration statement, as articulated in the relevant no-action letters. As a practical matter, the disclosure of material terms of the offering set forth in the prospectus will supersede the term sheet. In accordance with the provisions of the Securities Act, Section 11 liability is based exclusively on the prospectus included in an effective registration statement. Therefore, we believe that ABS term sheets should not be deemed part of the registration statement, but may be more appropriately treated as free writing under proposed Rule 425.

Finally, the Committee is concerned that, unlike the current situation, the Proposing Release might require ABS issuers to file term sheets for abandoned structures. It is not unusual for an issuer or underwriter to circulate a term sheet to test investor interest, which would be revised based upon investor response. We are concerned that a requirement to file all term sheets could lead to substantial confusion rather than providing clear information to investors.

B. Computational materials should not be filed. Underwriters and issuers may provide "computational materials," often at the request of investors, which generally include data relating to the yield, average life, duration, prepayment speeds, expected maturity, interest rate sensitivity and cash flow characteristics of a class or classes included in a proposed offering of ABS. Computational materials analyze the potential performance of securities under a variety of possible scenarios, based on assumptions or a series of assumptions about potential prepayment speeds, prevailing interest rates or default assumptions. The investors frequently provide proprietary models or assumptions that the underwriter is required to use to prepare computational materials.²³ As a result, the underlying assumptions and resulting analysis will not necessarily reflect the beliefs of the issuer or underwriters as to how the security should be evaluated, and may not reflect assumptions relevant to any other investor.²⁴ Because of the manner in which these computational materials are prepared, they do not provide concrete "facts" that should be disclosed to all investors (and indeed, may not be relevant for any investor other than the one for whom they were prepared).

These concerns are exacerbated by attaching liability under Section 12(a)(2) to computational materials filed with the Commission. Obviously, underwriters and issuers will be less willing to prepare this information for, or at the request of, investors during the filing period if these materials increase their exposure to liability. Moreover, all underwriters could potentially be liable for the computational materials prepared by any of the managing underwriters. This potential liability could cause the underwriters in the underwriting group to restrict the use of computational materials until they had been fully vetted with the group, which would slow down and limit information available to investors. Instead of enhancing the free flow of information, the proposed filing rules will likely have a limiting effect on communications with investors. The Committee believes that investors are fully protected by the anti-fraud provisions of Rule 10b-5 under the Exchange Act, under which liability would still attach in appropriate circumstances for material misstatements or omissions in computational materials.

We recommend that the Commission exclude computational materials from the categories of "offering materials" and free writing because of the limitations inherent in them. Moreover, we recommend that the Commission not adopt any rule imposing a filing obligation for computational materials. The Committee is cognizant that this position would be a departure from the current requirements regarding the filing of computational materials set forth in the ABS no-action letters; however, it is justified given the nature of computational materials. In this regard, we note that computational materials can be prepared and used only to test investor interest before the terms of an actual offering are determined. The ABS no-action letters currently do not require the filing of computational materials prepared in connection with abandoned structures. Thus, even if the Commission were to continue a filing requirement for some computational materials, we believe that it is important to preserve an exemption for abandoned structures.

C. Prospectus delivery requirements should reflect the longer time required to prepare disclosure documents for ABS. The Commission has long recognized that it takes longer to complete the documentation for an ABS offering than it takes for other offerings. For example, Instruction 1 to Rule 424(b) permits issuers to file a form of prospectus or prospectus supplement for an ABS shelf offering no later than the second business day after first use. Because ABS issuers negotiate the structures and terms of their offerings directly with investors using the computational materials and terms sheets described above, they often cannot begin to fully document the structure until it is priced. Given the complexity of these transactions, issuers often cannot complete this documentation within a day or two of pricing.²⁵

We note the Commission's concern that investors are being asked to make investment decisions without adequate information. We note, however, that the ABS market has been extremely proactive in formulating term sheet delivery and other approaches that provide investors with material offering information in a concise and timely fashion without impeding an issuer's ability to access the market quickly. The Committee is very concerned that the proposed time within which ABS issuers would be required to file full transactional disclosure in a registration statement, will severely impair the ability of ABS issuers to adapt their offerings to existing market conditions.

V. Exchange Act reports should be revised to prescribe disclosure items unique to ABS.

As with other areas of the integrated disclosure system, the Exchange Act reporting requirements have never adequately reflected the information relevant to holders of securities of ABS issuers required to file reports under Section 13 or 15(d) of the Exchange Act. The staff has refined the reporting requirements for a variety of asset classes through a series of no-action letters,²⁶ which generally reflect the following policy considerations:

• ABS investors are best served by reporting that focuses on the performance of the assets in the pool;
• reports to investors required by the governing documents (trust agreement, pooling and servicing agreement, etc.) should be filed on Form 8-K;
• quarterly reports on Form 10-Q do not provide meaningful information to ABS investors; and
• annual reports on Form 10-K provide some meaningful information to ABS investors, but only with respect to a few of the required line items.

We recommend that the Commission codify these positions in a formal system for Exchange Act reporting. We have attached as Exhibit C a Model Form 10-K-ABS to prescribe disclosure applicable to ABS issuers. We further recommend that the Commission formally eliminate the Form 10-Q for ABS issuers, and require that the following information be provided on Form 8-K at least every fiscal quarter, unless the governing documents for the transaction require a more frequent dissemination:

• the amounts collected on the eligible assets during the applicable period;
• the amounts paid or allocated to investors with respect to principal and interest on the securities during the applicable period;
• the amount of eligible assets that have defaulted during the applicable period, and the extent to which the investors have suffered a loss because of the default;
• the delinquency status of the eligible assets; and
• whether the credit enhancement for the ABS has been reduced or increased during the applicable period.

We recommend that ABS issuers be required to file a Current Report on Form 8-K within 15 days with respect to Item 2 (Acquisition or Disposition of Assets), Item 3 (Bankruptcy or Receivership), Item 4 (Changes in Registrant's Certifying Accountant), and Item 8 (Change in Fiscal Year). In addition, ABS issuers should be required to report under Item 5 of Form 8-K any default (of which the issuer is aware) under transaction agreements that might have an adverse impact on security holders, and other events that occurred during the prior month that would have been required to be disclosed on Form 10-Q under Item 1 (Legal Proceedings), Item 2(a) and (b) (Changes in Securities), and Item 4 (Submission of Matters to a Vote of Security Holders) of Part II of Form 10-Q. Finally, the Committee recommends that all other reporting requirements for ABS issuers be eliminated.

VI. Conclusion.

The members of the Committee look forward to the development of specific provisions for the registration of ABS offerings. We would be pleased to meet with the members of the staff to discuss our recommendations in this letter.

Respectfully submitted,

/s/ John M. Liftin
John M. Liftin
Chair, Federal Regulation of Securities Committee

/s/ Stanley Keller
Stanley Keller
Vice-Chair, Federal Regulation of Securities Committee

/s/ John J. Huber
John J. Huber
Chair, Subcommittee on 1933 Act - General

cc: The Hon. Arthur Levitt, Chairman
The Hon. Paul R. Carey, Commissioner
The Hon. Isaac C. Hunt, Jr., Commissioner
The Hon. Norman S. Johnson, Commissioner
The Hon. Laura S. Unger, Commissioner
Mr. Brian J. Lane, Director Division of Corporate Finance

Drafting Committee:

Ellen L. Marks, Chair
Laura A. DeFelice
Michael H. Mitchell
Daniel M. Rossner
Randolph F. Totten
Gregory Walker
Amy McDaniel Williams

ZE="+1">EXHIBIT A

U.S. Securities and Exchange Commission

Washington, D.C. 20549

MODEL FORM ABS

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[AND OPTIONAL REGISTRATION PURSUANT TO
SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934]

_________________________________________________________

(Exact name of Registrant as specified in its charter)

_______________________________________________________________

(State or other jurisdiction of incorporation or organization)

______________________________________________

(I.R.S. Employer Identification Number)

________________________________________________________________________

(Address and telephone number of Registrant's principal executive offices)

________________________________________________________________________

(Name, address and telephone number of Registrant's agent for service)

_________________________________________________________________________

(Web Site Address, if any)

_________________________________________________________________________

(E-mail Address, if any)

* * * * *

Approximate date of commencement of sales

__________________________

If any of the securities being registered on this Form are to be offered pursuant to Securities Act Rule 415, check the following box. [ ] ______

If you are using this Form to register concurrently under Section 12(b) or 12 (g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below.

[ ] Securities being registered pursuant to Exchange Act Section 12(b):

Title of each class: Name of exchange on which listed:

____________________________ ____________________________
____________________________ ____________________________

This Section 12(b) registration will become effective upon the later of (1) effectiveness of this Form ABS; or (2) receipt by the Commission of certification from the national securities exchange listed above.

Title of each class: Name of market on which quoted:

____________________________ ____________________________
____________________________ ____________________________

Section 12(g) registration statements become effective automatically 60 days after filing. You may check box 1 or 2, below, to shorten this time period. Also, you may check box 3, below, to preserve your option to shorten this time period. If you check box 3 and do not file a later amendment, the registration of the class of securities listed above will become effective 60 days after filing of this Form ABS.

We propose that this filing become effective (check appropriate box):

1. [ ] upon filing with the Commission. By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(a) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon filing.

2. [ ] on      (date)      at      (time). By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(a) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon the date and time designated.

3. [ ] as specified in a later amendment to this Form.

CALCULATION OF REGISTRATION FEE

Title of each class of registration securities to be registered

Amount to be registered

Proposed maximum offering price per unit

Proposed maximum aggregate offering price

Amount of fee

Notes to the Fee Table:

1. Set forth any explanatory details relating to the fee table in footnotes to the table.

2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote.

3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table.

4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid.

5. Where two or more classes of securities are being registered pursuant to Securities Act Rule 415(a)(1)(vii) and Rule 457(o) or on a delayed or continuous basis pursuant to Securities Act Rule 415(a)(1)(x) and Rule 457(o), the registrant need only specify the "Proposed maximum aggregate offering price" and the "Amount of registration fee" for all classes listed in the fee table as a group, not for each individual class. The registrant must, however, list each of the classes of securities under the "Title of each class of securities to be registered" section of the fee table.

GENERAL INSTRUCTIONS

I Eligibility Requirements for Form ABS. A. General Requirement.

1. This Form shall be used for the registration under the Securities Act of 1933 ("Securities Act") of any offering of asset-backed securities.

2. For purposes of this Form, "asset-backed security" means a security that is primarily serviced by the cashflows of a discrete pool of eligible assets. "Eligible asset" means cash and financial assets, either fixed or revolving, whether current or delinquent, that by their terms convert into cash within a finite time period (and, with respect to leases and with respect to financial assets that have foreclosure rights, the property underlying such leases and financial assets) plus any rights or other assets designed to assure the servicing or timely distribution of proceeds to the securityholders. The status of an asset as an "eligible asset" shall not be affected by delinquencies or losses on such asset.

II Securities Act Rules and Regulations.

A. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations that may apply to offerings registered on this Form.

B. You should read the other rules and regulations under the Securities Act (Part 230 of Title 17 of the Code of Federal Regulations), particularly Regulation C and Regulation S-K. Regulation C contains general requirements regarding the preparation and filing of registration statements. Regulation S-K contains non-financial statement disclosure applicable to registration statements.

C. You should read Rules 101, 201 and 202 of Regulation S-T. Those rules require registrants subject to the electronic filing requirements to make all applicable filings through the Commission's EDGAR system. Those rules also provide that failure to submit a required electronic filing will result in ineligibility to use this Form and restrictions on use of incorporation by reference until the required electronic filing has been made.

III Offering Materials.

A. You should read Securities Act Rule 166. That rule permits an eligible registrant to make offers prior to filing a Form ABS registration statement if the offering satisfies the eligibility requirements of General Instruction IV.A.1. of this Form. If you use a prospectus to make offers in reliance on that rule in the offering period, you must file that prospectus when required to do so by Securities Act Rule 425. B. You should read Securities Act Rule 165. That rule permits a Form ABS registrant and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Securities Act. If you use a prospectus in reliance on that Rule, you must file it when required to do so by Securities Act Rule 425.

IV Effectiveness of Registration Statement and Post-Effective Amendments.

A.1. Registration Statements on this Form will become effective automatically pursuant to Securities Act Rule 462(f)([ ]) on the date designated by the registrant on the front page of this Form if the offering satisfies either of the following requirements:

(i) The securities offered are, at the time of sale, investment grade; or

(ii) The securities offered are offered and sold only to persons that the seller, and any person acting on behalf of the seller, reasonably believes to be (a) qualified institutional buyers or (b) institutional accredited investors.

For purposes of this Form, a security is "investment grade" if, at the time of sale it is rated by at least one nationally recognized statistical rating organization ("NRSRO") as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F) in one of the generic rating categories that signifies investment grade.

For purposes of this Instruction, "qualified institutional buyer" shall have the meaning set forth in Securities Act Rule 144A(a)(1) except that it shall not include dealers as defined in Section 2(a)(12) of the Act or investment advisers as defined in Section 202(a)(11) of the Investment Advisers Act of 1940. "Institutional accredited investor" shall mean an investor of the type described in Securities Act Rule 501(a)(1),(2),(3),(4),(7) or (8) except that it shall not include dealers defined in Section 2(a)(12) of the Act or investments advisers as defined in Section 202(a)(11) of the Investment Advisers Act. Rules 144A(a)(2)-(a)(5) shall apply to this Instruction. In determining whether an investor is a qualified institutional buyer, the registrant and any other person acting on behalf of the registrant may rely on the non-exclusive methods set forth in Rule 144A(d)(1)(i)-(iv).

2. Under Rule 462(f)([ ]), registrant may designate that this Form will become effective either:

(i) upon filing with the Commission;

(ii) at the date and time as set forth on the front page of this Form; or

(iii) as specified in a later amendment to this Form.

3. Before filing this form in reliance on Rule 462(f)([ ]), registrants must obtain the concurrence of the underwriter of the designated effective date.

4. Registration statements on this Form filed in reliance on Rule 462(f)([ ]) become effective upon filing and are not reviewed by the Commission staff prior to the effective date designated by the issuer. Confidential treatment requests with respect to information that the registrant is required to file in this Form may, however, be reviewed by the staff. As a result, when the issuer plans to have the Form become effective upon filing or fewer than 20 days thereafter, it must furnish to the staff in advance of filing any request it wishes to make for confidential treatment of information relating to the Form. See Securities Act Rule 406. The Commission must act on the confidential treatment request before this Form becomes effective.

B. Any post-effective amendment filed on this Form by a registrant eligible to designate an effective date as described in General Instruction IV.A.1. also shall become effective as designated by the registrant. See General Instruction IV.A.1. and Securities Act Rule 464.

V CONCURRENT REGISTRATION OF SECURITIES
UNDER THE EXCHANGE ACT.

A. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the latter of:

1. Receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or

2. effectiveness of this registration statement.

B. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of (1) 60 days after the initial filing of this registration statement; or (2) the effectiveness of this registration statement.

C. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due.

D. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover of this Form.

VI INFORMATION REQUIRED IN THE PROSPECTUS THAT IS
PART OF THE EFFECTIVE REGISTRATION STATEMENT

1. Offering Information.

(a) Disclose the following information, all of which constitutes the "offering information" for purposes of this Form:

(1) on the outside front cover of the prospectus, the information required by Item 1002 of Regulation S-K;

(2) a summary of the transaction contemplated by the securities offering as required by Item 1003 of Regulation S-K;

(3) information regarding material risks of an investment in the securities as required by Item 1004 of Regulation S-K;

(4) information regarding the Eligible Assets backing the securities as required by Item 1005 of Regulation S-K;

(5) information regarding the terms of the securities offered as required by Item 1006(a) of Regulation S-K;

(6) information regarding any credit enhancement for the securities and any credit enhancer for the securities as required by Item 1006(b) of Regulation S-K;

(7) information regarding the rating of the securities as required by Item 1006(c) of Regulation S-K;

(8) information regarding prepayment, maturity and yield considerations and insolvency issues as required by Item 1006(d) of Regulation S-K;

(9) information regarding the entity issuing the securities, the servicer of the Eligible Assets and the other transaction parties and agreements as required by Item 1007 of Regulation S-K;

(10) information regarding tax considerations as required by Item 1009 of Regulation S-K;

(11) information regarding legal investment considerations as required by Item 1008 of Regulation S-K;

(12) information regarding the plan of distribution as required by Item 508 of Regulation S-K;

(13) information regarding the identity of any counsel who will provide material legal opinions in connection with the securities offering.

2. Incorporation of Previously Filed Information.

State that you are incorporating by reference into the prospectus that is part of the effective registration statement, and list each of, the reports filed pursuant to the Exchange Act by you and any the reports of any credit enhancer or co-registrant as required by item [ ] of Regulation S-X;

3. Incorporation of Subsequently Filed Information.

State that all documents you and any credit enhancer or co-registrant subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the offering period are deemed to be incorporated by reference into the prospectus that is part of the effective registration statement as of the date you file those documents.

4. Other Offering Materials.

In addition to the offering information filed in the prospectus that is part of the effective registration statement, the registrant, any underwriter, any participating dealer or anyone acting on behalf of any of them may use free writing materials. "Free writing" materials for purposes of this Form consist of all information disclosed by or on behalf of the issuer during the offering period, other than offering information, factual business communications as defined in Securities Act Rule 169 or information disclosed orally. You must file free writing materials by the time of first sale. Securities Act Rule 425 describes the procedures for filing those offering materials with the Commission.

5. Undertakings.

Set forth the following undertakings in the prospectus:

(a) that you will provide to each investor, including any beneficial owner, a copy of any information that has been incorporated by reference in the prospectus but not delivered, as follows:

(1) upon written or oral request; and

(2) at no cost to the requester;

(b) that you will send that incorporated information within one business day of any request for it;

(c) that you will send that incorporated information in a manner that is reasonably calculated result in delivery within three business days; and

(d) that the name, address, and telephone number to which the request for that information must be made is: [ fill in information ].

Notes to Paragraph 4.

(1) This undertaking covers all documents incorporated by reference through the date of responding to the request.

(2) If you send any of the information that is incorporated by reference in the prospectus to investors, you must also send any exhibits that are specifically incorporated by reference in that information.

6. Aftermarket Delivery. Include the legend required by Item 502(b) of Regulation S-K.

VII INFORMATION NOT REQUIRED IN THE PROSPECTUS THAT IS
PART OF THE EFFECTIVE REGISTRATION STATEMENT

1. Exhibits. Provide the exhibits required by Item 601 of Regulation S-K.

2. Undertakings.

(a) Include the undertakings required by Item 512 of Regulation S-K.

(b) Aftermarket delivery period. If not contained in the prospectus that is part of the effective registration statement, undertake that you will file a post-effective amendment to insert the date the aftermarket delivery period ends in the legend required by Item 502(b) of Regulation S-K.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form ABS. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(Registrant)..........................................

By (Signature and Title)..........................................

Date.....................

The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)..........................................

Date.....................

By (Signature and Title)..........................................

Date.....................

Signature Instructions.

1. The following persons, or persons performing similar functions, must sign the registration statement:

(a) the registrant;

(b) its principal executive officer or officers;

(c) its principal financial officer;

(d) its controller or principal accounting officer; and

(e) at least the majority of its board of directors.

2. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement.

3. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement.

4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney.

5. Rule 415(a)(1)(vii) and (a)(1)(x) offerings.

(a) All persons who sign this registration statement will be deemed by doing so to grant an authorized representative of the registrant the power to sign any post-effective amendment to the registration statement on their behalf if:

(i) the registration statement relates to an offering pursuant to Rule 415(a)(1)(vii)or (a)(1)(x);

(ii) a power of attorney has not been granted by the person in connection with signatures of post-effective amendments; and

(iii) the post-effective amendment does not provide otherwise.

(b) If, at the time of filing a post-effective amendment, any person who signed the effective registration statement no longer acts in the capacity in which he or she signed it, the person who currently acts in that capacity must sign the post-effective amendment.

EXHIBIT B

Model Items 1000 et seq.

Regulation S-K

In accordance with the foregoing, the Securities and Exchange Commission proposes to amend Title 17, chapter II of the Code of Federal Regulations as follows:

1000-Asset Backed Securities Transactions

Preliminary Note: The following rules provide a framework for disclosure relating to asset-backed securities. Disclosure concerning asset-backed securities will vary depending on the nature of the eligible assets and how the characteristics of the eligible assets affect the payments to be made on the offered securities. You need not disclose information that would not be material to a decision whether to invest in the offered securities, even if a line item in these rules suggests that it would be required.

Moreover, as contemplated in Rule 409 of Securities Act, Regulation C, it is necessary to include only information that is known or reasonably available to the registrant. If any required information is unknown or not reasonably available to the registrant, either because obtaining it would require unreasonable effort or expense, or because it rests peculiarly within the knowledge of a person that is not affiliated with the registrant, the registrant may omit that information, but must give the information that it does have or can acquire without unreasonable expense or effort, together with the sources of that information. In addition, in that event, the registrant either must disclose that any additional information either cannot be obtained without unreasonable effort or expense, or must indicate the absence of affiliation with the person within whose knowledge the information rests and state the result of a request made to the person for that information.

Item 1001. Definitions.

For purposes of Subpart 1000:

(i) "Asset-backed security" means a security that is primarily serviced by the cashflows of a discrete pool of eligible assets.

(ii) "Eligible asset" means cash and financial assets, either fixed or revolving, whether current or delinquent, that by their terms convert into cash within a finite time period (and, with respect to leases and with respect to financial assets that have foreclosure rights, the property underlying such leases and financial assets) plus any rights or other assets designed to assure the servicing or timely distribution of proceeds to the securityholders. The status of an asset as an "Eligible Asset" shall not be affected by delinquencies or losses on such asset.

(iii) "Investment grade rated" means rated at the time of sale by at least one nationally-recognized statistical rating organization ("NRSRO") as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F) in one of the generic rating categories that signifies investment grade.

(iv) "Obligor" means any person whose credit materially supports the cash-generating capacity of one or more of the eligible assets.

(v) "Rating Agency" means a nationally-recognized statistical rating organization ("NRSRO") as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F)

Item 1002. Forepart of Registration Statement and Outside Front Cover of the Prospectus.

The registrant must furnish the following information in plain English. See Rule 421(d) of Securities Act Regulation C. (a) Front Cover Page of the Registration Statement. Where appropriate, include the delaying amendment legend from Rule 473 of Securities Act Regulation C. (b) Outside Front Cover Page of the Prospectus. Limit the outside cover page to one page. If the following information applies to your offering, disclose it on the outside cover page of the prospectus.

(1) Name. The registrant's name. A foreign registrant must give the English translation of its name.

Instruction to paragraph 1001(b)(1): If your name is the same as that of a company that is well known, include information to eliminate any possible confusion with the other company.

(2) Description of Securities. Briefly describe the securities, as follows:

(A) State the title of the securities, including the series number, if applicable. If there is more than one class offered (or more than one class in the series), state the class designations of the securities offered.

(B) State the aggregate principal balance of all securities offered, and the principal balance, if any, of each class of securities offered. If a class has no principal balance, disclose that fact, and, if desired, state the notional balance, clearly identifying that the balance is a notional one. If the balances are approximate, disclose that fact. If the underwriter has any arrangement with the issuer, such as an over-allotment option, under which the underwriter may purchase additional securities in connection with the offering, indicate that this arrangement exists and state the amount of additional securities that the underwriter may purchase under the arrangement.

(C) Indicate the interest rate of each class of security offered. If a class of securities does not bear interest, disclose that fact. If the rate is expressed as a formula, you may either provide the formula on the cover, or you may indicate that the rate is variable and, if desired, indicate the index upon which the rate is based. To the extent that the interest rate is not described in full on the cover, a full description should be disclosed in the transaction summary of the prospectus.

(3) Offering Price of the Securities. If you offer securities for cash, give the price to the public of each class of the securities, the underwriter's discounts and commissions, and the net proceeds you receive. If applicable, show this information on both a unit basis and for the total amount of the offering. You may present the information in a table, term sheet format, or other clear presentation. In the alternative, if applicable, state that the price to the public will be determined in negotiated transactions or otherwise at varying prices, and disclose the aggregate proceeds to the issuer of the sale of all classes offered by the prospectus.

(4) Market for the Securities. State whether any national securities exchange or other Nasdaq Stock Market lists the securities offered, naming the particular market(s), and identifying the trading symbol(s) for those securities.

(5) Risk Factors. Provide a cross-reference to the risk factors section, including the page number where it appears in the prospectus. Highlight this cross-reference by prominent type or in another manner.

(6) State Legend. Include any legend or statement required by the law of any state in which the securities are to be offered. You may combine this with any legend required by the SEC, if appropriate;

(7) Commission Legend. Include a legend that indicates that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosures in the prospectus and that any contrary representation is a criminal offense. You may use one of the following or other clear, plain language:

Example A: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Example B: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(8) Underwriting. Disclose the following information:

(A) Names(s) of the lead or managing underwriter(s) and an identification of the nature of the underwriting arrangements;

(B) If the offering is not made on a firm commitment basis, a brief description of the underwriting arrangements. You may use any clear, concise, and accurate description of the underwriting arrangements. You may use the following descriptions of underwriting arrangements where appropriate:

Example: Best efforts offering. The underwriters are not required to sell any specific number or dollar amount of securities but will use their best efforts to sell the securities offered.

Example: Best efforts, minimum-maximum offering. The underwriters must sell the minimum number of securities offered (insert number) if any are sold. The underwriters are required to use only their best efforts to sell the maximum number of securities offered (insert number).

(C) If you offer the securities on a best efforts minimum/maximum basis, the date the offering will end, any minimum purchase requirements, and any arrangements to place the funds in an escrow, trust, or similar account. If you have not made any of these arrangements, state this fact and describe the effect on investors;

(9) Delivery of Securities. Disclose the expected date of delivery of the securities, and indicate whether they will be delivered in physical form or book-entry form.

(10) Date of Prospectus. Provide the date of the prospectus;

(11) Prospectus "Subject to Completion" Legend. If you use the prospectus before the effective date of the registration statement, a prominent statement that:

(A) The information in the prospectus will be amended or completed;

(B) A registration statement relating to these securities has been filed with the Securities and Exchange Commission;

(C) The securities may not be sold until the registration statement becomes effective; and

(D) The prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where offers or sales are not permitted. The legend may be in the following or other clear, plain language:

The information in this prospectus is not complete and may be changed. Before you purchase any securities offered by this prospectus, you may obtain a copy of the final version of this prospectus from our web site at ____________, or by calling us at (___) ___-____. In addition, the final prospectus will be available on the SEC's web site at www.sec.gov.

Item 1003. Transaction Summary.

The registrant must furnish this information in plain English. See Rule 421(d) of Securities Act Regulation C.

(a) Transaction Summary. Provide a summary that highlights the principal terms of the transaction as briefly as practicable. In particular:

(1) Identify the participants in the transaction and their respective roles. Describe those roles briefly if the obligations of the participant are not apparent from the title of the role.

(2) Briefly describe the material eligible assets you are securitizing.

(3) Indicate whether the eligible assets are a fixed pool or a revolving pool. If additional assets can be added, briefly describe any limit on the ability to add assets and the parameters for selection of those assets. If eligible assets can be removed, briefly describe how and when they may be removed.

(4) Briefly describe the basic terms of each class of securities offered. In particular:

(A) Identify the classes offered by the prospectus and any classes issued in the same transaction or residual or equity interests in the transaction that are not being offered by the prospectus.

(B) Disclose the interest rate on each class of securities offered, to the extent that the interest rates on any class of securities was not disclosed in full on the cover page of the prospectus.

(C) Disclose the dates on which principal and interest are payable on the securities, if known, and if those dates depend on asset performance, how those dates will be determined.

(D) Summarize the payment priorities and allocations among the classes of securities offered, the classes of securities that are not offered and fees for services provided, to the extent necessary to understand the payment characteristics of the classes that are offered by the prospectus.

(E) Identify any credit enhancement, such as security insurance, letters of credit, cash collateral accounts and subordinated securities and briefly describe what protection is provided by the credit enhancement.

(F) Describe how losses not covered by credit enhancement will be allocated to the securities offered by the prospectus.

(5) Briefly summarize the federal income tax issues material to investors in each class of the securities offered.

(6) Disclose whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies, If so, identify each rating agency and the rating that must be assigned by it.

(7) If employee benefit plans or accounts are prohibited from purchasing any class of securities, disclose that prohibition.

Instruction to paragraph 1003(a). Your summary should provide a short, easy-to-read overview of the transaction. Your summary should describe the transaction and not the prospectus. You should not discuss risk factors in the summary. Consider formatting the summary as a term sheet, using bullets to set forth the material terms of the transaction. You may use diagrams to illustrate the relationships among the parties, the structure of the securities offered (including, for example, any subordination features or payment priorities), and any other material aspects of the transaction. Your diagrams may omit detail contained elsewhere in the prospectus.

(b) Address for more information. Include the name, address and telephone number of the entity that can provide additional information about the securities. Consider providing fax numbers, e-mail addresses and web sites where further information can be obtained.

Instruction to paragraph 1003(b). The contact person need not be the registrant, but it should be someone who is obligated to provide information to securityholders, such as a trustee or securities administrator.

Item 1004. Risk Factors.

Where appropriate, provide under the caption "Risk Factors" a discussion of the most significant factors that make the offering speculative or risky. The discussion must be concise and organized logically. Do not present risks that could apply to any issuer or any offering. Explain how each risk affects the issuer or the securities being offered. Set forth each risk factor under a subcaption that adequately describes the risk. The risk factor discussion must immediately follow the transaction summary. The risk factors may include among other things, the following:

(1) the lack of an operating history on the part of the entity underwriting or servicing the eligible assets;

(2) the lack of a market for the securities being offered;

(3) trends or credit risks relating to the eligible assets;

(4) prepayment considerations relating to the securities being offered;

(5) risks posed by the payment priorities and allocations of the transaction, including the effect of any subordination provisions for purposes of subordinated classes being offered;

(6) legal considerations relating to the structure of the issuance or otherwise affecting the securities being offered.

Item 1005. Eligible Assets.

(a) Description of Eligible Assets. Describe the primary eligible assets included in the transaction. You should include, to the extent applicable, known or reasonably available to the registrant, and material to investors:

(1) a brief description of the primary type or types of eligible asset the transaction.

(2) a description of the characteristics of the pool, if the transaction involves an established pool of assets. Consider including tables setting forth relevant terms of the eligible assets, such as size, geographic distribution, remaining term to maturity, loan to value ratio, and interest rates, to the extent material.

(3) a description of any recent performance problems, such as delinquencies, bankruptcies and recoveries, with respect to the eligible assets.

(4) a description of each originator of eligible assets and the historical performance of assets originated by it in the most recent three years.

Instruction to paragraph 1005(a)(4): Consider the following factors, and any other material factors, in deciding whether information is material for Paragraph 1005(a)(4): (a) whether the originator originated 20% or more of the eligible assets supporting the offered securities, (b) whether a description of the originator's personnel and procedures is necessary for an investor to understand the characteristics of the eligible assets, (c) whether the originator services assets it originates, and (d) whether a description of the originator's past experience with defaults and delinquencies of the financial assets, or similar financial assets is necessary for an investor to understand the likelihood of defaults and delinquencies with respect to the eligible assets supporting the offered securities. In determining whether the information is available and relevant, consider, for example, whether the originator is an active participant in the transaction, and whether the originator has been operating long enough for the historical data to be meaningful.

(5) a general description of the credit-granting procedures used to originate the eligible assets and the method by which the eligible assets were selected for the securitization transaction.

Instruction to paragraph 1005(a)(5). You do not need to disclose any specific credit scores or other proprietary business information.

(6) to the extent that the transaction involves a pre-funding account, a description of the pre-funding account, the selection of criteria for additional assets the parties will purchase with the pre-funding account, any other restrictions on use of the pre-funding account and the circumstances under which the parties will return the funds to investors.

(7) a brief summary of the representations and warranties made concerning the eligible assets, to the extent that those representations and warranties would benefit the security holders, and a brief description of the remedies available if those representations and warranties are breached.

(b) Description of Underlying Obligors. If the credit of any single obligor or eligible asset (or related group of obligors or eligible assets) is material to an assessment of whether the offered securities will pay in accordance with their terms, provide relevant historical information with respect to the obligor or eligible asset.

Instruction to paragraph 1005(b). Although it is only necessary to provide information that is known or readily available to the registrant, the registrant will be considered to have access to information about any person who directly participates in the transaction. You should assume that if any obligor or eligible asset supports (i) more than 20% of the payments to be made on the offered securities, then the financial information that would be required if the obligor or eligible asset were the single source of repayment on the offered securities is relevant and (ii) more than 10% of the payments to be made on the offered securities, then summary financial information about the obligor or eligible asset is relevant. You should provide information reasonably available to the registrant if that information would be material to a decision whether to purchase the offered securities. For example, detailed information about the obligors may be less relevant in transactions in which a highly rated insurer provides insurance for the benefit of the holders of the offered securities.

(c) Payment Risks of the Eligible Assets. Describe the material risks that the assets will not pay in accordance with their terms. To the extent that state law provisions may affect whether the eligible assets pay in accordance with their terms, identify those state law provisions briefly in general terms. It is not necessary, however, to provide the details of the law in each jurisdiction, but disclose that these state law issues may vary from jurisdiction to jurisdiction.

Item 1006. Structure of the Security.

(a) Terms of the Security. Describe the terms of each class of security offered. If applicable and material to an investment decision about the securities you are offering, you should describe:

(1) how the parties will pay interest, including the interest rate, dates from which interest accrues, the date on which payment of interest begins, the payment dates for interest payments and the record date for those payments. If the interest rate accrues at a variable rate based on an index, explain how the rate will be determined and how frequently it will be reset.

(2) how the parties will pay principal, including maturity dates, redemption dates, liquidation or amortization provisions, and other factors that will affect the timing or amount of principal payments for each class of securities.

(3) how the parties will use cash collections in the interim between collection from the obligor and payment on the securities, and any material risks from the delay between collection and payment.

(4) the method of payments on the securities (such as by check or wire or otherwise).

(5) whether the securities are issued as global securities (book-entry securities) through a clearing agency, and if so, the identity of the clearing agency and whether and how physical certificates can be obtained by securityholders.

(6) the denominations or percentage interests in which the securities may be issued;

(7) the payment allocations, rights and priorities of each class of security holders with respect to cash collections, cash collateral accounts and credit enhancement and any other structural features designed to enhance credit, facilitate the timely payment of monies due on the underlying assets or owing to security holders, or preserve monies that will or might be distributed pursuant to the offering structure.

(8) voting rights, including any provisions specifying the vote required by security holders to take action, and the allocation of those rights among holders of different classes. If control over any participant in the transaction results other than through voting power, you should describe those other sources of control.

(9) any events that will constitute a default or an event of default and whether any party must provide periodic evidence that no default or event of default has occurred or that any party has complied with the terms of the agreements;

(10) how the parties may amend the terms of the securities or the rights of investors;

(11) if the rights evidenced by the securities to be registered are, or may be materially limited or qualified by the rights of any other authorized class of securities, the information regarding such other securities as will enable investors to understand the rights evidenced by the securities;

(12) any events that can trigger liquidation or amortization, the rights of investors if these events occur, and any provisions to extend the maturities of the securities;

(b) Payment in Accordance with Terms. Describe any protections designed to ensure that the securities will pay in accordance with their terms, to the extent material to an investor's investment decision. For example:

(1) Describe any external credit enhancement, such as bond insurance, letters of credit or guaranties, and describe any provisions permitting the substitution of credit enhancement;

(2) Describe any mechanisms used to ensure that payments on the securities are timely (for example, any liquidity facilities);

(3) Describe any derivatives, such as interest rate swaps or currency swaps, used to ensure payment of the securities in accordance with their terms;

(4) To the extent that the credit of any credit enhancement provider, liquidity provider, derivative counterparty or similar provider supports more than 10% of the payments on the securities in the transaction, describe that party and describe the risk that the person may breach its responsibility under the agreement. Disclose either the party's relevant credit rating or provide financial information with respect to that party. To the extent that the party is a reporting company under the Exchange Act, you may incorporating by reference that party's Exchange Act reports;

(5) To the extent that such a party supports more than 20% of the payments on the securities, describe that party and describe the risk that the person may breach its responsibility under the agreement. Disclose the party's credit rating and, unless the relevant credit rating is one of the top two of the four investment-grade categories, provide full financial information about the party, as though such party's credit were the single source of payment on the securities. To the extent that the party is a reporting company under the Exchange Act, you may incorporate by reference that party's Exchange Act reports; and

(6) Describe any "internal credit enhancement"-that is, any structural provisions designed to assure that the securities will pay in accordance with their terms (such as subordination provisions or spread accounts).

(c) Ratings on the Securities. Disclose whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies. If so, identify each rating agency and the rating that must be assigned by it. Describe what each rating means, according to the rating agency, and include any disclosure of the rating agency explaining any limitations on what the rating means.

(d) Prepayment, Maturity and Yield Considerations.

(1) Identify the factors that will affect the timing and rate of cash flow.

(2) Describe any models, including the related assumptions and limitations, used as a means to identify cash flow patterns with respect to the eligible asset.

(3) Describe the degree to which each class of securities is sensitive to changes in the rate of payment on the eligible assets, and describe the specific consequences of such changing rate of payment. Show the effect of prepayments on yield and weighted average life.

(4) Describe any special allocations of prepayment risks among the classes of securities, and whether any class protects other classes from the effects of the uncertain timing of cash flow.

Item 1007. The Transaction Parties and Agreements.

(a) The special purpose entity. Describe the sale or pledge of the eligible assets from the originator to the issuer. Describe the provisions designed to assure that the eligible assets will not become subject to the bankruptcy control of a third party. To the extent that special purpose entities were used in the structure, describe those entities and their role in the transaction briefly.

(b) The servicer. Describe any servicer (that is, any party that has responsibility for collecting payments on the eligible assets) to the extent that the servicer has responsibility for 20% or more of the eligible assets. For example:

(1) Describe the servicer briefly, including a description of the servicer's primary business and the servicer's experience in performing the services it will perform in the transaction. To the extent material, describe the personnel of the servicer.

(2) Disclose the experience of the servicer with respect to delinquencies, defaults and losses on assets comparable to the eligible assets. To the extent that the servicer has limited experience servicing assets such as the eligible assets, disclose the limits of its experience. If the servicer's experience with similar assets is limited, consider describing the servicer's experience with assets that are dissimilar to the eligible assets, unless that disclosure would be misleading. In any event, if experience with dissimilar assets is disclosed, indicate how the assets are dissimilar to the eligible assets.

(3) Describe in general terms the obligations of the servicer. Describe the servicer's customary procedures in servicing assets similar to the eligible assets.

(4) Identify the circumstances in which the servicer may be removed and who has the power to remove the servicer. Identify the circumstances, if any, in which the servicer may resign or transfer its obligations to another person. Describe any requirements (such as financial requirements) that must be met by a successor servicer. Describe any arrangements in which another person has agreed to service the eligible assets if the servicer resigns or is removed.

(5) Describe any legal proceedings pending or known to be threatened against the servicer, to the extent that such proceedings, if decided adversely, would be expected to materially affect the investors.

(6) Describe the fees and other compensation payable to the servicer.

(c) The trustee. Describe the trustee and its duties.

(1) Identify the trustee.

(2) Describe the duties of the trustee and any limitation on liability of the trustee. To the extent that the trustee is entitled to be indemnified from the cash flow that otherwise would be used to pay securities, describe those indemnification provisions.

(3) Describe the fees and any other compensation payable to the trustee.

(d) Other parties. Identify any other parties to the transaction, to the extent that they provide services or otherwise have any influence on the eligible assets or the securities. Describe any legal proceedings pending or known to be threatened against those parties to the extent that such proceedings, if decided adversely, would be expected to have a material effect on the investors. To the extent that their fees are payable from the cash flow of the eligible assets, disclose those fees. If desired, fees of several parties to the transaction can be aggregated, as long as the investor can determine what fees are being taken from cash flow.

Note to Item 1006 (b), (c) and (d). To the extent that any party to the transaction (including the servicer or the trustee) is a reporting company under the Exchange Act, you may incorporating by reference applicable portions of that party's Exchange Act reports.

(e) Reports and Additional Information. Describe any reports that the trustee or other parties must provide to investors, and explain the schedule for distribution of the reports. Describe how investors can receive the reports. Indicate whether and how investors can request copies of current and past reports. If applicable, indicate a web site from which investors can download this information.

Item 1008. Legal Investment Considerations.

(a) Regulated Entities. To the extent that the transaction has been structured with a view toward eligibility of the securities for investment by regulated investors, identify the material structural components and applicable statutes or regulations. It is not necessary to describe the applicable statutes or regulations in full detail. You may urge regulated investors to consult with their own legal advisers before investing in the securities.

(b) ERISA. Describe the eligibility of the securities offered for purchase by investors subject to ERISA. It is permissible to urge such investors to consult with their own legal advisers before investing in the securities.

(c) Restrictions on Ownership or Transfer. Describe any restrictions on ownership or transfer of the securities.

Item 1009. Federal Income Tax Considerations.

(a) Briefly describe the tax structure of the transaction.

(b) Briefly describe the federal income tax consequences of owning the securities.

EXHIBIT C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

MODEL FORM 10-K-ABS

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

G ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ________________________________________________________________

OR

G TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number _________________

____________________________________________________________________________________

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________________________ (State or Other Jurisdiction of Incorporation or Organization)	________________________ (I.R.S. Employer Identification No.)
__________________________________________________________ (Address of Principal Executive Offices)	________________________ (Zip Code)

Registrant's telephone number, including area code __________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
_________________________________________	_________________________________________
_________________________________________	_________________________________________

Securities registered pursuant to Section 12(g) of the Act:

____________________________________________________________________________________

(Title of Class)

____________________________________________________________________________________

(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___________ No __________

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., prospectus dated December 24, 1980).

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 10-K.

This form shall be used for annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act") for registrants of asset-backed securities (as defined in Item 1001 of Regulation S-K). This form also shall be used for transition reports filed pursuant to Section 13 or 15(d). Annual reports on this form shall be filed within 90 days after the end of the fiscal year covered by the report. Transition reports on this form shall be filed in accordance with the requirements set forth in Rule 13a-10 or 15d-10 applicable when the registrant changes its fiscal year end.

B. Application of General Rules and Regulations.

(1) The General Rules and Regulations under the Act contain certain general requirements which are applicable to reports on any form. These general requirements should be carefully read and observed in the preparation and filing of reports on this form.

(2) Particular attention is directed to Regulation 12B which contains general requirements regarding matters such as the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title of securities is required to be stated, and the filing of the report. The definitions contained in Rule 12b-2 should be especially noted. (See also Regulations 13A and 15D.)

C. Preparation of Report.

(1) This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report on paper meeting the requirements of Rule 12b-12. Except as provided in General Instruction G, the answers to the items shall be prepared in the manner specified in Rule 12b-13.

(2) Except where information is required to be given for the fiscal year or as of a specified date, it shall be given as of the latest practicable date.

(3) Attention is directed to Rule 12b-20, which states: "In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstance sunder which they are made, not misleading."

D. Signature and Filing of Report.

(1) Three complete copies of the report, including financial statements, financial statement schedules, exhibits, and all other papers and documents filed as a part thereof, and five additional copies which need not include exhibits, shall be filed with the Commission. At least one complete copy of the report, including exhibits, and all other papers and documents filed as a part thereof, shall be filed with each exchange on which any class of securities of the registrant is registered. At least one complete copy of the report filed with the Commission and one such copy filed with each exchange shall be manually signed. Copies not manually signed shall bear typed or printed signatures.

(2) The report shall be signed by the registrant, and on behalf of the registrant by its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer, and by at least the majority of the board of directors or persons performing similar functions. Where the registrant is a limited partnership, the report shall be signed by the majority of the board of directors of any corporate general partner who signs the report. The name of each person who signs the report shall be typed or printed beneath his signature. Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the report. Attention is directed to Rule 12b-11 concerning manual signatures and signatures pursuant to powers of attorney.²⁷

E. Information to be Incorporated by Reference.

(1) Attention is directed to Rule 12b-23 which provides for the incorporation by reference of information contained in certain documents in answer or partial answer to any item of a report.

(2) No item numbers or captions of items need be contained in the material incorporated by reference into the report. However, the registrant's attention is directed to Rule 12b-23 regarding the specific disclosure required in the report concerning information incorporated by reference.

PART I

See General Instruction G(2)

Item 1. Legal Proceedings.

(a) Furnish the information required by Item 103 of Regulation S-K.

(b) As to any proceeding that was terminated during the fiscal year covered by this report, furnish information similar to that required by Item 103 of Regulation S-K, including the date of termination and a description of the disposition thereof with respect to the registrant.

Item 2. Submission of Matters to a Vote of Security Holders.

If any matter was submitted during the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise, furnish the following information:

(a) The date of the meeting and whether it was an annual or special meeting.

(b) A brief description of each matter voted upon at the meeting and state the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for office.

Instructions. 1. If any matter has been submitted to a vote of security holders otherwise than at a meeting of such security holders, corresponding information with respect to such submission shall be furnished. The solicitation of any authorization or consent with respect to any matter shall be deemed a submission of such matter to a vote of security holders within the meaning of this item.

2. Paragraph (a) need be answered only if paragraph (b) is required to be answered.

3. Paragraph (b) must be answered for all matters voted upon at the meeting.

4. If the registrant has published a report containing all of the information called for by this item, the item may be answered by a reference to the information contained in such report.

PART II

See General Instruction G(2)

Item 3. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Furnish the information required by Item 304 of Regulation S-K.

PART III

Item 4. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) List the exhibits required by Item 601 of Regulation S-K and by paragraphs (c) and (d) below.

(b) State whether any reports on Form 8-K have been filed during the last quarter of the period covered by this report, listing the items reported, any financial statements filed and the dates of any such reports.

(c) Registrants shall file, as exhibits to this form, the exhibits required by Item 601 of Regulation S-K.

(d) Registrants shall file a report of the registrant's or the servicer's independent public accountants stating whether the accountants are of the opinion that the system of internal accounting controls of the registrant or the servicer, as applicable, in effect on the date of the report was sufficient to prevent and detect errors and irregularities that would be material to the assets of the registrant.

SIGNATURES

See General Instruction D

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. _____________________________________________

(Registrant)

By___________________________________________

(Signature and Title)²⁸

_____________________________________________

(Date)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By___________________________________________

(Signature and Title)¹

_____________________________________________

(Date)

By___________________________________________

(Signature and Title)¹

_____________________________________________

(Date)