**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

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**FORM 10-K**

| **(Mark One)**                                                                                                                                                                                               | ** **                                                                                              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| x                                                                                                                                                                                                            | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
| **For the fiscal year ended December 31, 2005.**                                                                                                                                                        |
| **or**                                                                                                                                                                                                       |
| o                                                                                                                                                                                                            | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the transition period from              to              ** |

 

**333-107495,333-107495-02(Commission File Number)**

**GE CAPITAL CREDIT CARD MASTERNOTE TRUST,Co-Registrant and Issuer**

**RFS HOLDING, L.L.C.,Co-Registrant and Transferor**

(Exact name ofregistrant as specified in its charter)

**Delaware**(State or Other Jurisdiction of Incorporation of the Issuer)

**20-0268039(GE Capital Credit Card Master Note Trust)57-1173164 (RFS Holding, L.L.C.)**(Registrant’s I.R.S. Employer Identification No.)

**1600Summer Street, 6****th FloorStamford, Connecticut 06927(203) 585-6669**(Address and Telephone Number ofPrincipal Executive Offices)

Securities registeredpursuant to Section 12(b) of the Securities Exchange Act of 1934: **None**

Securities registeredpursuant to Section 12(g) of the Securities Exchange Act of 1934: **None**

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act Yes o No x

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d). Yes o No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. Yes x

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934. (Checkone): Large accelerated filer* *o*  *Accelerated filer* *o*  *Non-accelerated filer* *x

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theSecurities Exchange Act of 1934). Yes o  No x*.*

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter. **None**

Registrant does not haveany voting stock.

Documents Incorporated byReference. **None.**

 

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**PART I**

**Item 1.**                        Business

This Annual Report on Form 10-K (the “Report”)is filed with respect to GE Capital Credit Card Master Note Trust (the “Trust”),a statutory trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of September 25, 2003 (the “Trust Agreement”),between RFS Holding, L.L.C., the co-registrant (referred to herein as the “Company”or the “Transferor”) and The Bank of New York (Delaware), as owner trustee (the“Owner Trustee”). The Trust issued $952,500,000 in aggregate principal amountof asset-backed notes, Classes A, B and C, Series 2004-1 (the “Series 2004-1Notes”), $952,500,000 in aggregate principal amount of asset-backednotes, Classes A, B and C, Series 2004-2 (the “Series 2004-2Notes”), $952,500,000 in aggregate principal amount of asset-backed notes,Classes A, B and C, Series 2005-1 (the “Series 2005-1 Notes”), $952,500,000 inaggregate principal amount of asset-backed notes, Classes A, B and C, Series2005-2 (the “Series 2005-2 Notes”) and $714,375,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2005-3 (the “Series2005-3 Notes”; and together with the Series 2004-1 Notes, the Series 2004-2Notes, the Series 2005-1 Notes and the Series 2005-2 Notes, the “Notes”) pursuantto a Master Indenture, dated as of September 25, 2003 (as amended fromtime to time, the “Indenture”), between the Trust and Deutsche Bank TrustCompany Americas, as indenture trustee (the “Indenture Trustee”), and assupplemented by the Series 2004-1 Indenture Supplement with respectto the Series 2004-1 Notes, dated as of June 23, 2004, the Series 2004-2Indenture Supplement with respect to the Series 2004-2 Notes, datedas of September 22, 2004, the Series 2005-1 Indenture Supplement withrespect to the Series 2005-1 Notes, dated March 30, 2005, the Series 2005-2Indenture Supplement with respect to the Series 2005-2 Notes, dated June 30,2005 and the Series 2005-3 Indenture Supplement with respect to the Series2005-3 Notes, dated June 30, 2005.

In no-action lettersissued to a variety of issuers of asset-backed securities, whoseprincipal assets are receivables generated under consumer credit card accounts,the Division of Corporation Finance has stated that it would not raise anyobjection if modified reports on Form 10-K were filed omittingcertain information required by Form 10-K. In reliance particularlyon the letter relating to Private Label Credit Card Master Trust, HRSI Funding Inc.(May 20, 1992), the Company, on behalf of itself and its co-registrant,the Trust, has omitted or modified responses to certain Items in this Report.

**Item 1A.**                RiskFactors

Not applicable.

**Item 1B.**               

Not applicable.

**Item 2.**                        Properties

Not applicable.

**Item 3.**                        LegalProceedings

There were no materiallegal proceedings involving the Trust, or to the extent relating to the Trustor the assets of the Registrants, the Indenture Trustee, the Transferor, GEMoney Bank, as servicer (the “Servicer”) or the Owner Trustee, which werepending at December 31, 2005 or as of the date of this report, other thanordinary routine litigation involving the assets of the Trust or the duties ofthe Indenture Trustee, the Owner Trustee, the Servicer or the Transferor.

**Item4.**                        Submissionof Matters to a Vote of Security Holders

None.

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**PART II**

**Item 5.**                        Marketfor Registrant’s Common Equity and Related Stockholder Matters

(a)          To the best knowledge ofthe Registrants, there is no established public trading market for the Notes.

Each publicly-offered class of the Trust’s Notesis represented by one or more notes registered in the name of Cede &Co., the nominee of The Depository Trust Company.

(b)   Notapplicable.

(c)   Not applicable.

**Item 6.**                        SelectedFinancial Data

Not applicable.

**Item 7.**                        Management’sDiscussion and Analysis of Financial Condition and Results of Operation

Not applicable.

**Item 7A.**                Quantitativeand Qualitative Disclosures About Market Risk

Not applicable.

**Item 8.**                        FinancialStatements and Supplementary Data

Not applicable.

**Item 9.**                        Changesin and Disagreements With Accountants on Accounting and Financial Disclosure

There was no change ofaccountants or disagreement with accountants on any matter of accountingprincipals or practices or financial disclosure.

**Item 9A.**                Controlsand Procedures

Not Applicable.

**Item 9B.**               OtherInformation

None.

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**PART III**

**Item 10.**                 Directorsand Executive Officers of the Registrant

Not applicable.

**Item 11.**                 ExecutiveCompensation

Not applicable.

**Item 12.**                 SecurityOwnership of Certain Beneficial Owners and Management

RFS Holding, L.L.C. owns 100% of the TransferorCertificate issued by the Trust pursuant to the Trust Agreement.

Each publicly offeredclass of the Trust’s Notes is represented by one or more notes registered inthe name of Cede & Co., the nominee of The Depository Trust Company.

**Item 13.**                 CertainRelationships and Related Transactions

None.

**Item 14.**                 PrincipalAccounting Fees and Services

Not applicable.

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**PART IV**

**Item 15.**                 Exhibits,Financial Statement Schedules, and Reports on Form 8-K

(a)   (1) Not applicable.

(2)   Notapplicable.

(3)   The exhibitsfiled in response to Item 601 of Regulation S-K are listed in the ExhibitIndex.

(b)   Theexhibits filed in response to Item 601 of Regulation S-K are listedin the Exhibit Index.

(c)   Notapplicable.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Co-Registrant has duly caused thisreport to be signed on behalf of the Registrants by the undersigned, thereuntoduly authorized.

Date: March 15,2006

|        | RFS HOLDING, L.L.C., as Co-Registrant, and as  depositor on behalf of GE Capital Credit Card   Master Note Trust, as Co-Registrant |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                               |
|   | By:                                                                                                                                | /s/ DANIEL C.  JANKI |
|   | Name:                                                                                                                              | Daniel C. Janki |
|   | Title:                                                                                                                             | Chief Financial Officer and Principal |
|   |                                                                                                                               | Financial Officer |
|        |                                                                                                                                    |  |  |

 

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**EXHIBIT INDEX**
| **Exhibit 31:**   |   | Certificate of Officer of Co-Registrant Pursuant to  Section 302(A) of the Sarbanes-Oxley Act  of 2002.                 |
|------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit 99.1:** |   | Annual Statement as to  Compliance of the Servicer for the year ended December 31,  2005.                                    |
| **Exhibit 99.2:** |   | Independent Accountants  Report of KPMG on Management’s Assertions with respect to  GE Capital Credit Card Master Note Trust |

 

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