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                                February 2, 2006

VIA FACSIMILE (202) 772-9209
- ----------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20649-0308
Attention:  Elaine Wolff

         Re:      Resource Capital Corp.
                  Registration No.:  333-126517

Dear Ms. Wolff:

         Resource Capital Corp. hereby requests acceleration of the effective
date of the above-referenced registration statement to Monday, February 6, 2006
at 4:30 p.m., or as soon as practicable thereafter. Please notify our counsel,
Mark E. Rosenstein, at 215-731-9450 of the time of effectiveness. In making this
request, the registrants hereby acknowledge:

         o  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;

         o  the action of the Commission or the staff, acting pursuant to
            delegated authority, in declaring the filing effective, does not
            relieve the registrants from their full responsibility for the
            adequacy and accuracy of the disclosure in the filing; and

         o  the registrants may not assert the declaration of effectiveness as a
            defense in any proceeding initiated by the Commission or any person
            under the federal securities laws of the United States.

                                       Sincerely yours,

                                       RESOURCE CAPITAL CORP.


                                       /s/ Thomas C. Elliott
                                       -----------------------------------------
                                       Thomas C. Elliott
                                       Chief Financial Officer, Chief Accounting
                                       Officer and Treasurer