FOR over a decade, legal academics have observed that the regulation of secured transactions takes place in the absence of any consensus as to the role of security interests in private debt contracts.' Several authors have confessed to the enigma of secured debt as a financing instrument.2 Yet the widespread use of security interests suggests that they yield private gain to at least one party in each of the underlying debt transactions. To the extent that secured debt creates such gains through undesirable wealth transfers from third parties, the law should either constrain its use or take independent measures to correct the wealth transfers. I suggest elsewhere that concerns over these externalities are overstated and that