Mail Stop 3561
      February 16, 2006


Michael P. Paolillo, Esq.
Senior Vice President and Counsel
GE Consumer Finance
1600 Summer Street, 3rd Floor
Stamford, CT  06927

Re:	RFS Holding, LLC
	Registration Statement on Form S-3
	Amendment No. 1 filed January 30, 2006
      File No. 333-130030

Dear Mr. Paolillo,

      We have limited our review of your amended filing for
compliance with Regulation AB.  Please note that our limited
review
covers only those issues addressed in the comments below.  Please
also note that our comments to either the base prospectus and/or
the
supplement should be applied universally, if applicable.

      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.

General
1. It appears that the pooling and servicing agreement you have
incorporated by reference does not fully comply with the new
requirements in Exchange Act Rule 15d-18.  Please advise and
provide
us with an updated agreement when available, marked to show
changes
made to comply with Regulation AB.
2. Please confirm that you will file unqualified legal and tax
opinions at the time of each takedown.

Prospectus Supplement

General
3. We reissue prior comment 5 in part.  Please confirm that you
will
include a separately captioned section that includes all
information
that may be required by Item 1119 of Regulation AB, both 1119(a)
and
1119(b).  We suggest this information appear in the "Certain
Relationships and Related Transactions" section you reference in
your
response.  Please also tell us whether you intend to include any
information in the supplement in this regard.

Base Prospectus

Representations and Warranties of the Depositor, page 41
4. It does not appear you have made the revision indicated by your
response to prior comment 23.  Please clarify.

* * * * *

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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
and Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      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)
551-3814 with any other questions.

      Regards,


      Sara W. Dunton
Senior Attorney








cc:	Via Facsimile (312) 706-8328
      Julie A. Gillespie, Esq.
      Mayer, Brown, Rowe & Maw LLP
      Chicago, Illinois 60606-4637
      (312) 701-7132
Michael P. Paolillo, Esq.
GE Consumer Finance
February 16, 2006
Page 1