UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) June 29, 2006
Date of Report (date of earliest event reported) June 30, 2006
DEUTSCHE ALT-B SECURITIES MORTGAGE LOAN TRUST, SERIES 2006-AB3 (Exact name of Issuing Entity as specified in its charter)
DEUTSCHE ALT-A SECURITIES, INC. (Exact name of Depositor as specified in its charter)
DB STRUCTURED PRODUCTS, INC. (Exact name of Sponsor as specified in its charter)
DEUTSCHE ALT-A SECURITIES, INC. (Exact name of Registrant as specified in its charter)
DEUTSCHE ALT-A SECURITIES, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	333-131600-04 (Commission File Number)		35-2184183 (IRS Employer ID Number)
60 Wall Street New York, New York 10005		10005
(Address of principal executive offices)		(Zip Code)
Registrant’s Telephone Number, including area code:		(212) 250-2500
No Change (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

~~The~~Item ~~consolidated financial statements of Financial Security Assurance Holding Ltd~~8. ~~and subsidiaries as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005, prepared in accordance with U~~01.S. generally accepted accounting principles, included in the Annual Report on Form 10-K of Financial Security Assurance Holding Ltd. (which was filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2006 (Commission File No. 1-12644), ~~the~~Other ~~unaudited consolidated financial statements of Financial Security Assurance Holding Ltd~~Events. and subsidiaries as of March 31, 2006 and for the three-month periods ended March 31, 2006 and March 31, 2005 included in the Quarterly Report on Form 10-Q of Financial Security Assurance Holding Ltd. for the period ended March 31, 2006 (which was filed with the Commission on May 15, 2006), and the Current Reports on Form 8-K filed with the Commission on May 11, 2006, as they relate to Financial Security Assurance Holding Ltd., are hereby incorporated by reference in (i) the registration statement, (ii) the prospectus and (iii) the prospectus supplement.

McKee Nelson LLP has been retained by this Registrant as counsel for its Registration Statement on Form S-3 (Commission File No. 333-131600) in connection with various transactions. Legal opinions by McKee Nelson LLP to be incorporated into the Registration Statement are attached hereto as Exhibit 5.1 and Exhibit 8.1 and the related consent is attached as Exhibit 23.1.

Item 9.01. Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

235.1

~~Consent~~Opinion of ~~Pricewaterhouse~~McKee ~~Coopers~~Nelson LLP, ~~Independent~~as ~~Registered~~to ~~Public~~legality ~~Accounting~~(including ~~Firm~~consent of ~~Financial~~such ~~Security Assurance Inc~~firm).

8.1

Opinion of McKee Nelson LLP as to certain tax matters (including consent of such firm included in Exhibit 5.1).

23.1 Consent of McKee Nelson LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant ~~has~~ duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEUTSCHE ALT-A SECURITIES, INC.,

By: /s/ Susan Valenti

Name: ~~Susan Valenti~~

Susan Valenti

Title: Director

By: /s/ Hyung Peak

Name: ~~Hyung Peak~~

~~Title: Director~~Hyung Peak

~~Dated~~Title: ~~June~~ Managing ~~29, 2006~~Director

Dated: June 30, 2006

EXHIBIT INDEX

Exhibit No.

Description

Page No.

5.1

Opinion of McKee Nelson LLP as to legality (including consent of such firm).

8.1

Opinion of McKee Nelson LLP as to certain tax matters (including consent of such firm included in Exhibit 5.1).

23.1

Consent of ~~Pricewaterhouse~~McKee ~~Coopers~~Nelson LLP, ~~Independent~~(included in Exhibit 5.1).

~~Registered~~Exhibits ~~Public~~5.1, ~~Accounting~~8.1 ~~Firm~~and of23.1

~~Ambac~~June ~~Assurance~~30, ~~Corporation~~2006

Deutsche Alt-A Securities, Inc.

100 Wall Street
New York, New York 10005

Re:

Deutsche Alt-A Securities, Inc.,

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Deutsche Alt-A Securities, Inc., a Delaware corporation (the “Company”), in connection with the issuance of the Company’s Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB3, Mortgage Pass-Through Certificates, Series 2006-AB3 (the “Certificates”), pursuant to a prospectus dated May 19, 2006, as supplemented by a prospectus supplement dated June 29, 2006 (the “Base Prospectus” and the “Prospectus Supplement,” respectively, and collectively the “Prospectus”). A registration statement of the Company on Form S-3 relating to the Certificates (Commission File No. 333-131600) has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and was declared effective on May 19, 2006. As set forth in the Prospectus, the Certificates will be issued under and pursuant to the conditions of a pooling and servicing agreement (the “Pooling Agreement”), dated as of June 1, 2006, among the Company, as depositor, Wells Fargo Bank, N.A, as master servicer ( in such capacity, the “Master Servicer), and as securities administrator (in such capacity, the “Securities Administrator”) and as Custodian, and HSBC Bank USA, National Association, as trustee (in such capacity, the “Trustee”).

We have examined a form of the Pooling Agreement, forms of the Certificates, the Prospectus, and originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates, records and other documents, and have made such examination of law, as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission, and the authenticity of the originals of such latter documents. As to facts relevant to the opinions expressed herein and the other statements made herein, we have relied, to the extent we have deemed appropriate, upon certificates and oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)

The Pooling Agreement has been duly and validly authorized by all necessary action on the part of the Company and when the Pooling Agreement has been duly executed and delivered by the Company, the Master Servicer, the Securities Administrator, the Trustee and any other party thereto, the Pooling Agreement will constitute a legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, and with respect to the rights of indemnity or contribution, as may be limited by public policy considerations.

(ii)

The issuance and sale of the Certificates have been duly authorized by all requisite corporate action on the part of the Company and, when duly and validly executed and authenticated in accordance with the terms of the Pooling Agreement and delivered against payment therefor pursuant to the Underwriting Agreement dated as of June 29, 2006 and the Purchase Agreement, dated as of June 30, 2006, and each between the Company and Deutsche Bank Securities, Inc., the Certificates will be duly and validly issued and outstanding, and entitled to the benefits of the Pooling Agreement and enforceable against the Company in accordance with their terms.

(iii)

Under existing law, assuming compliance with all provisions of the Pooling Agreement, for federal income tax purposes, each segregated pool of assets for which the Pooling Agreement directs that a REMIC election be made will qualify as a “real estate mortgage investment conduit” (“REMIC”) pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the “Code”); each of the Class A, Class M, Class CE, and Class P Certificates, will evidence ownership of “regular interests” in a REMIC within the meaning of the Code; and the Class R Certificates will be considered to represent the sole class of “residual interest” in each REMIC created under the Pooling Agreement within the meaning of Section 860G(a)(2) of the Code.

(iv)

The statements contained under the caption “Material Federal Income Tax Considerations,” in the Base Prospectus and “Federal Income Tax Consequences” in the Prospectus Supplement, insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York.

We hereby consent to the filing of this letter and to the references to this firm under the headings “Material Federal Income Tax Considerations” and “Legal Matters” in the Base Prospectus and “Federal Income Tax Consequences” and “Legal Matters” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Base Prospectus or the Prospectus Supplement.

Very truly yours,

/s/ McKee Nelson LLP

Filing Compare · Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-AB3