UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2004.                 
|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 MASTER NOTE TRUST,
Co-Registrant and Issuer
RFS HOLDING, L.L.C.,
Co-Registrant and Transferor(Exact name of registrant 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.) 1600 Summer Street, 6th Floor
Stamford, Connecticut 06927
(230) 585-6669(Address and Telephone Number of Principal Executive Offices)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure 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, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. None

Registrant
does not have any voting stock.

Documents
Incorporated by Reference.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 a Trust 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 amount of asset-backed notes,
Classes A, B and C, Series 2004-1 (the "Series 2004-1 Notes") and $952,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C,
Series 2004-2 (the "Series 2004-2 Notes"; and together with the Series 2004-1 Notes, the "Notes") pursuant to a Master Indenture, dated as of
September 25, 2003 (as amended from time to time, the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), and as
supplemented by the Series 2004-1 Indenture Supplement with respect to the Series 2004-1 Notes, dated as of June 23, 2004, and the
Series 2004-2 Indenture Supplement with respect to the Series 2004-2 Notes, dated as of September 22, 2004.

In
no-action letters issued to a variety of issuers of asset-backed securities, whose principal assets are receivables generated under consumer credit card accounts, the
Division of Corporation Finance has stated that it would not raise any objection if modified reports on Form 10-K were filed omitting certain information required by
Form 10-K. In reliance particularly on 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 2.    Properties

Not
applicable.

See
Item 15.

Item 3.    Legal Proceedings

Except
as described in the following paragraph, there were no material legal proceedings involving the Trust, or to the extent relating to the Trust or the assets of the Registrants, the
Indenture Trustee, the Transferor, GE Money Bank, as servicer (the "Servicer") or the Owner Trustee, which were pending at December 31, 2004 or as of the date of this report, other than
ordinary routine litigation involving the assets of the Trust or the duties of the Indenture Trustee, the Owner Trustee, the Servicer or the Transferor.

The
Servicer is a defendant in a class action lawsuit in which the plaintiffs allege that certain finance charges and fees charged to customers in Louisiana by Monogram Credit Card Bank
of Georgia, which was merged with and into the Servicer on February 7, 2005, exceeded the amounts permitted by applicable Louisiana law.(See, e.g., Heaton v. Monogram
Credit Card Bank of Georgia,2 F.3d 416 (5th Cir. 2002) (reversing lower court's denial of FDIC's motion to intervene). Specifically, the plaintiffs allege that, prior
to March 2000, Monogram Credit Card Bank of Georgia was not a "State bank" under the portion of the Federal Deposit Insurance Act that entitles State banks to export interest rates permitted by
the law of their home state. Plaintiffs seek to recoup the alleged overcharged finance charges and fees, interest on the alleged overcharges, and disgorgement of assessed finance charges. The lawsuit
commenced in May 1998. In 2002, the Federal Deposit Insurance Company intervened as a party. The matter is pending in the United States District Court for the Eastern District of Louisiana. GE
Money Bank continues to vigorously defend the case.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

1

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PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters



Item 6.    Selected Financial Data

Not
applicable.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operation

Not
applicable.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Not
applicable.

Item 8.    Financial Statements and Supplementary Data

Not
applicable.

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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

Item 9A.    Controls and Procedures

Not
Applicable.

Item 9B.    Other Information

None.

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PART III

Item 10.    Directors and Executive Officers of the Registrant

Not
applicable.

Item 11.    Executive Compensation

Not
applicable.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

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

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

Item 13.    Certain Relationships and Related Transactions

None.

Item 14.    Principal Accounting Fees and Services

Not
applicable.

3

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PART IV

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



4

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be
signed on behalf of the registrants by the undersigned, thereunto duly authorized.

Date:
March 30, 2005

| |  |                                                                                                                                 |  |                   
| |  | ------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
| |  | 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                                           

5

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EXHIBIT INDEX

|              |  |                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit 31:   |  | Certificate of Officer of Servicer 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, 2004.                                   
|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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