Mail Stop 3561
      June 8, 2006


Michael P. Paolillo, Esq.
Senior Vice President and Counsel
GE Consumer Finance
777 Long Ridge Road
Building C, 1st Floor
Stamford, CT  06927

Re:	RFS Holding, LLC
	Registration Statement on Form S-3
	Amendment No. 2 filed May 26, 2006
      File No. 333-130030

Dear Mr. Paolillo,

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Base Prospectus
Evidence as to Servicer`s Compliance, page 34
1. Please include a statement in this section that a separate
assessment and attestation report for each party participating in
the
servicing function will be filed as exhibits to the Form 10-K
report.

Credit Enhancement, page 70
2. We note that derivative agreements may be in the forms of
currency, interest rate or other swaps . . . ."  Please revise to
remove your reference to other swaps and confirm that any
derivative
agreements you enter into will be limited to interest rate or
currency agreements.

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Messeret Nega at (202) 551-3316 or me at
(202)
551-3454 with any other questions.

      Regards,


Sara D. Kalin
Branch Chief-Legal





cc:	Via Facsimile (312) 706-8328
      Julie A. Gillespie, Esq.
      Mayer, Brown, Rowe & Maw LLP
Michael P. Paolillo, Esq.
GE Consumer Finance
June 8, 2006
Page 1