February 24, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: M. Hughes Bates and Michelle Stasny
| Re: | Registrant Request for Acceleration |
| RFS Holding, L.L.C. | |
| Registration Statement on Form SF-3 | |
| File Nos. 333-206176 and 333-206176-01 (together, the “Registration Statement”) |
Ladies and Gentlemen:
On behalf of RFS Holding, L.L.C. (the “Registrant”), I hereby request that, pursuant to Rule 461 under the Securities Act of 1933, as amended, the Securities and Exchange Commission (the “Commission”) take such action as is necessary to declare the above referenced Registration Statement effective by 5:00 p.m. (Eastern time) on February 26, 2016 or as soon as thereafter practicable.
The Registrant acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert staff comments and the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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| Very truly yours, | ||
| RFS Holding, L.L.C. | ||
| By: | /s/ Eric Duenwald | |
| Name: | Eric Duenwald | |
| Title: | President and Principal Executive Officer | |
