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                                  May 19, 2006

VIA FACSIMILE (202) 772-9209

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

         Re: Resource Capital Corp.
             Registration No.:  333-132836

Dear Ms. Gowetsky:

         Resource Capital Corp. hereby requests acceleration of the effective
date of the above-referenced registration statement to Tuesday, May 23, 2006 at
4:00 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