**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**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, 2006.**                                                                                                                        |
| **or**                                                                                                                                                                        |
| **o**                                                                                                                                                                         | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the  transition period from                          to** |

 

**333-130030(Commission File Number)**

**GE CAPITAL CREDIT CARDMASTER NOTE TRUST**

(Exact Name of Issuing Entity as Specified in itsCharter)

**RFS HOLDING, L.L.C.**

(Exact Name Depositor as Specified in its Charter)

**GE MONEY BANK**

(Exact Name of Sponsor as Specified in its Charter)

**Delaware**

(State of Organization ofthe Issuing Entity)

**20-0268039**

(I.R.S. EmployerIdentification No.)

**c/o General ElectricCapital Corporation777 Long Ridge Road, Bldg. B, 3**rd Floor(230) 585-6669

(Address and TelephoneNumber of Principal Executive Offices of Issuing Entity)

Securities registered pursuant to Section 12(b) of theSecurities Exchange Act of 1934:  **None**

Securities registered pursuant to Section 12(g) of theSecurities Exchange Act of 1934:  **None**

Indicate by check mark ifthe registrant is a well-known seasoned issuer (as defined in Rule 405 ofthe Securities Act).  o Yes  x No

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

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 preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  x Yes  o No

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.  x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the SecuritiesExchange Act. (Check one):

| 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-2of the Act).  o Yes  x No

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.

Registrant does not haveany voting or non-voting common equity held by non-affiliates as of the date ofthis report, has not been involved in bankruptcy proceedings during the pastfive years and is not a corporate registrant.

DocumentsIncorporated by Reference.  **None.**

 

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**INTRODUCTORY NOTE**

ThisAnnual Report on Form 10-K (the “Report”) is filed with respect toGE Capital Credit Card Master Note Trust (the “Trust”), a statutory trustformed under the laws of the State of Delaware. The Trust has issued thefollowing outstanding series of asset-backed notes registered pursuant to theSecurities Act of 1933 prior to effectiveness of Regulation AB:

·       $952,500,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-1(the “Series 2004-1 Notes”);

·       $952,500,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-2(the “Series 2004-2 Notes”);

·       $952,500,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2005-1(the “Series 2005-1 Notes”);

·       $952,500,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2005-2(the “Series 2005-2 Notes”); and

·       $714,375,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2005-3(the “Series 2005-3 Notes”; and together with the Series 2004-1Notes, the Series 2004-2 Notes, the Series 2005-1 Notesand the Series 2005-2 Notes, the “Pre-Regulation AB Notes”).

In no-action lettersissued to a variety of issuers of asset-backed securities, whose principalassets are receivables generated under consumer credit card accounts, theDivision 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, HRSIFunding Inc. (May 20, 1992), the Company has omitted or modifiedresponses to certain Items in this Report with respect to the Pre-Regulation ABNotes.

The Trust has issued oneseries of outstanding series of asset-backed notes that have been registeredpursuant to the Securities Act of 1933 following the effectiveness ofRegulation AB. The Series 2006-1 Notes, Classes A, B and C (the “*Series 2006-1 Notes*”) in an aggregate amount of$970,000,000 were issued on September 27, 2006.

**PART I**

**THEFOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**
| **(A)** | ** ** | **Item 1:**  | ** ** | **Business**                                             |
|---------|------------|--------------|------------|----------------------------------------------------------|
| **(B)** | ** ** | **Item 1A:** | ** ** | **Risk Factors**                                         |
| **(C)** | ** ** | **Item 2:**  | ** ** | **Properties**                                           |
| **(D)** | ** ** | **Item 4:**  | ** ** | **Submission of Matters to a Vote  of Security Holders** |

 

**Item1B.**               Unresolved StaffComments.

Not applicable.

**Item 3.**                        LegalProceedings.

There were no materiallegal proceedings involving the Trust, RFS Holding, L.L.C. or to the extentrelating to the Trust or the assets of the Trust, the Indenture Trustee, GEMoney Bank, any servicer for the Trust or the Owner Trustee, which were pendingat December 31, 2006 or as of the date of this report, other than ordinaryroutine litigation involving the assets of the Trust or the duties of theIndenture Trustee the Owner Trustee, the Servicer or the Transferor.

2

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**PART II**

**THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCEWITH GENERAL INSTRUCTION J TO FORM 10-K:**

| **(A)** | ** ** | **Item 6:**  | ** ** | **Selected Financial Data**                                                                    |
|---------|------------|--------------|------------|------------------------------------------------------------------------------------------------|
| **(B)** | ** ** | **Item 7:**  | ** ** | **Management’s Discussion and  Analysis of Financial Condition and Results of Operation** |
| **(C)** | ** ** | **Item 7A:** | ** ** | **Quantitative and Qualitative  Disclosures about Market Risk**                                |
| **(D)** | ** ** | **Item 8:**  | ** ** | **Financial Statements and  Supplementary Data**                                               |
| **(E)** | ** ** | **Item 9:**  | ** ** | **Changes in and Disagreements  with Accountants on Accounting and Financial Disclosure**      |
| **(F)** | ** ** | **Item 9A:** | ** ** | **Controls and Procedures**                                                                    |

 

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

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

Eachpublicly-offered class of the Trust’s Notes is represented by one or more notesregistered in the name of Cede & Co., the nominee of The DepositoryTrust Company.

(b)         Not applicable.

(c)          Notapplicable.

**Item 9B.**               OtherInformation.

None.

**PART III**

**THEFOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

| **(A)** | ** ** | **Item 10:** | ** ** | **Directors and Executive Officers of the  Registrant** |
|---------|------------|--------------|------------|---------------------------------------------------------|
| **(B)** | ** ** | **Item 11:** | ** ** | **Executive Compensation**                              |
| **(C)** | ** ** | **Item 13:** | ** ** | **Certain Relationships and  Related Transactions**     |
| **(D)** | ** ** | **Item 14:** | ** ** | **Principal Accountant Fees and  Services**             |

 

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

RFS Holding, L.L.C. owns 100% of the beneficialinterest in 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.

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**PART IV**

**Item 15.**                 ExhibitsAnd Financial Statement Schedules.

The exhibits listed beloware either included or incorporated by reference as indicated:
| Exhibit 3.1 |   | Certificate of Formation of the Depositor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 3.2 |   | First Amended and Restated Limited Liability Company  Agreement of RFS Holding, L.L.C. dated June 26, 2003 (incorporated by  reference to Exhibit 3.1 of Form S-3 Registration Statement  filed on July 31, 2003 (No. 333-107495, 333-107495-01  and 333-107495-02))                                                                                                                                                                                                                                                       |
| Exhibit 4.1 |   | Master Indenture, dated as of  September 25,2003, between GE Capital Credit Card Master Note Trust, as  Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee  (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to  Form S-3 Registration Statement filed May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                |
| Exhibit 4.2 |   | Omnibus Amendment No. 1 to Securitization  Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS  Funding Trust, GE Money Bank, GE Capital Credit Card Master Note Trust,  Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, and  Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by  reference to Exhibit 4.16 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02)) |
| Exhibit 4.3 |   | Second Amendment to  Master Indenture, dated as of June 17, 2004, between GE Capital Credit  Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated  by reference to Exhibit 4.4 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on June 17, 2004)                                                                                                                                                                                    |
| Exhibit 4.4 |   | Third Amendment to  Master Indenture, dated as of August 31, 2006, between GE Capital Credit  Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated  by reference to Exhibit 4.1 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust on September 5,  2006)                                                                                                                                                                                                       |
| Exhibit 4.5 |   | Series 2004-1  Indenture Supplement, dated June 23, 2004 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 2,  2004)                                                                                                                                                                                                                                                                                         |
| Exhibit 4.6 |   | Series 2004-2  Indenture Supplement, dated September 22, 2004 (incorporated by  reference to Exhibit 4.1 of the current report on Form 8-K  filed by RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on  September 28, 2004)                                                                                                                                                                                                                                                                              |
| Exhibit 4.7 |   | Series 2005-1  Indenture Supplement, dated March 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on April 5,  2005)                                                                                                                                                                                                                                                                                       |
| Exhibit 4.8 |   | Series 2005-2  Indenture Supplement, dated June 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 6,  2005)                                                                                                                                                                                                                                                                                         |
| Exhibit 4.9 |   | Series 2005-3  Indenture Supplement, dated June 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 6,  2005)                                                                                                                                                                                                                                                                                         |

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| Exhibit 4.10 |   | Series 2006-1  Indenture Supplement, dated September 27, 2006 (incorporated by  reference to Exhibit 4.1 of the current report on Form 8-K  filed by RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on  October 2, 2006)                                                                                                                                                                                  |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 4.11 |   | Trust Agreement, dated  as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of  New York (Delaware) (incorporated by reference to Exhibit 4.3 of  Amendment No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                         |
| Exhibit 4.12 |   | Custody and Control  Agreement, dated as of September 25, 2003 by and among Deutsche Bank  Trust Company of Americas, in its capacity as Custodian and in its capacity  as Indenture Trustee, and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02)) |
| Exhibit 4.13 |   | Receivables Sale  Agreement, dated as of June 27, 2003, between GE Money Bank and RFS  Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment  No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                                     |
| Exhibit 4.14 |   | RSA Assumption Agreement  and Second Amendment to Receivables Sale Agreement, dated as February 7,  2005, between GE Money Bank and RFS Holding, L.L.C. (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on February 7, 2005)                                                                             |
| Exhibit 4.15 |   | Third Amendment to  Receivables Sale Agreement, dated as of December 21, 2006, between GE  Money Bank and RFS Holding, L.L.C. (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by GE  Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  December 21, 2006)                                                                                                                     |
| Exhibit 4.16 |   | Transfer Agreement,  dated as of September 25, 2003, between RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust (incorporated by reference to  Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration  Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01  and 333-107495-02))                                                                                                            |
| Exhibit 4.17 |   | Second Amendment to  Transfer Agreement, dated as of June 17, 2004, between RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.3 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  June 17, 2004)                                                                                               |
| Exhibit 4.18 |   | Third Amendment to  Transfer Agreement, dated as of November 21, 2004, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.1 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS  Holding, L.L.C. on November 21, 2004)                                                                                        |
| Exhibit 4.19 |   | Fourth Amendment to  Transfer Agreement, dated as of August 31, 2006, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.2 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust on  September 5, 2006)                                                                                                                 |

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| Exhibit 4.20 |   | Fifth Amendment to  Transfer Agreement, dated as of December 21, 2006, between RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  December 21, 2006)                                                                                                                             |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 4.21 |   | Servicing Agreement,  dated as of June 27, 2003, by and among RFS Funding Trust,  GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated  by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                               |
| Exhibit 4.22 |   | Servicing Assumption  Agreement, dated as of February 7, 2005, by GE Money Bank  (incorporated by reference to Exhibit 4.1 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust  and RFS Holding, L.L.C. on February 7, 2005)                                                                                                                                                                                |
| Exhibit 4.23 |   | First Amendment to  Servicing Agreement, dated as of May 22, 2006, between GE Capital  Credit Master Note Trust and GE Money Bank (incorporated by reference to  Exhibit 4.1 of the current report of Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  May 25, 2006)                                                                                                                                  |
| Exhibit 4.24 |   | Administration  Agreement, dated as of September 25, 2003, among GE Capital Credit  Card Master Note Trust, General Electric Capital Corporation, as  administrator, and The Bank of New York (Delaware), not in its individual  capacity but solely as Trustee (incorporated by reference to  Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration  Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01  and 333-107495-02)) |
| Exhibit 4.25 |   | Servicer Performance  Guaranty, dated as of June 27, 2003, by General Electric Capital  Corporation (incorporated by reference to Exhibit 4.15 of Amendment  No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                                                                  |
| Exhibit 4.26 |   | Amended and Restated  Service Agreement, dated as of May 25, 2006, between GE Money Bank  and General Electric Capital Corporation (incorporated by reference to  Exhibit 4.16 of Amendment No. 2 to Form S-3 filed on  June 14, 2006 (No. 333-130030))                                                                                                                                                                                      |
| Exhibit 4.27 |   | Form of  Subservicing Agreement between General Electric Capital Corporation and  Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of  Amendment No. 2 to Form S-3 filed on June 14, 2006  (No. 333-130030))                                                                                                                                                                                                                    |
| Exhibit 31.1 |   | Certification of Officer  of Depositor delivered with respect to the Pre-Regulation AB Notes                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 31.2 |   | Certification of Officer  of Depositor delivered with respect to the Series 2006-1 Notes                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 33.1 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Money  Bank                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 33.2 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer  Finance, Inc.                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 33.3 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of General  Electric Capital Corporation                                                                                                                                                                                                                                                                                                                                                |

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| Exhibit 33.4 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche Bank  Trust Company Americas                           |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 34.1 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Money Bank                        |
| Exhibit 34.2 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Consumer Finance, Inc.       |
| Exhibit 34.3 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of General Electric Capital Corporation |
| Exhibit 34.4 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of Deutsche Bank Trust Company Americas |
| Exhibit 35.1 |   | Servicing Compliance  Statement of GE Money Bank                                                                                                           |
| Exhibit 35.2 |   | Servicing Compliance Statement  of GE Consumer Finance, Inc.                                                                                          |
| Exhibit 35.3 |   | Servicing Compliance  Statement of General Electric Capital Corporation                                                                                    |

 

**SUBSTITUTE INFORMATION PROVIDE IN ACCORDANCE WITHGENERAL INSTRUCTION J TO FORM 10-K:**

**Item1112(b) of Regulation AB. Significant Obligors of Pool Assets (FinancialInformation).**

Securities subject to compliance with Regulation AB:

Series 2006-1:Not applicable.

**Item 1114(b)(2) of Regulation AB. CreditEnhancement and Other Support, Except for Certain Derivatives Instruments(Information Regarding Significant Enhancement Providers).**

Securities subject to compliance with Regulation AB:

Series 2006-1:Not applicable.

**Item1115(b) of Regulation AB. Certain Derivatives Instruments (FinancialInformation).**

Securities subject to compliance with Regulation AB:

Series 2006-1:Not applicable.

**Item 1117 ofRegulation AB. Legal Proceedings.**

There are no legalproceedings pending or proceedings known to be contemplated by governmentalauthorities against any of Deutsche Bank Trust Company Americas (the IndentureTrustee), The Bank of New York (Delaware) (the Owner Trustee), GE Money Bank(the Servicer and Sponsor), RFS Holding, L.L.C. (the Depositor), anysub-servicer for the Issuing Entity or GE Capital Credit Card Master Note Trust(the Issuing Entity), or of which any property of foregoing is subject, thatare material to holders of the Notes.

**Item 1119 ofRegulation AB. Affiliations and Certain Relationships and Related Transactions.**

The information requiredby Item 1119 of Regulation AB has been omitted from this report on Form 10-Kin reliance on the Instruction to Item 1119.

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**Item 1122 of Regulation AB Compliance with ApplicableServicing Criteria.**

Eachof GE Money Bank, General Electric Capital Corporation, GE Consumer Finance, Inc.and Deutsche Bank Trust Company Americas (collectively, the “PPSF’s”) have eachbeen identified by the registrant as parties participating in the servicingfunction with respect to more than 5% of the pool assets held by the IssuingEntity. Each of the PPSF’s has completed a report on an assessment ofcompliance with the servicing criteria applicable to it (each, a “ServicingReport”), which Servicing Reports are attached as exhibits to this Form 10-K.In addition, each of the PPSF’s has provided an attestation report (each, an “AttestationReport”) by one or more registered public accounting firms, which AttestationReports are also attached as exhibits to this Form 10-K.

The Servicing Report of GE Consumer Finance, Inc.identified the following material instances of noncompliance by GE ConsumerFinance,  Inc. with the applicableservicing criteria:

·       *1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bankaccounts and related bank clearing accounts no more than two business days ofreceipt, or such other number of days specified in the transaction agreements.*With respect to certain obligor remittances received during the reportingperiod, it was noted that certain remittances were deposited into theappropriate clearing accounts within three business days of receipt, instead oftwo business days as required per per Item 1122(d)(2)(i).

·       *1122(d)(4)(iv) Paymentson pool assets, including any payoffs, made in accordance with the related poolasset documents are posted to the applicable servicer’s obligor recordsmaintained no more than two business days after receipt, or such other numberof days specified in the transaction agreements, and allocated to principal,interest or other items (e.g., escrow) in accordance with the related poolasset documents.* With respect to certain obligor payments receivedduring the reporting period, it was noted that certain payments were posted tothe applicable obligor records within three business days after receipt,instead of two business days as required per Item 1122(d)(4)(iv).

·       1122(d)(4)(ix) Adjustmentsto interest rates or rates of return for pool assets with variable rates arecomputed based on the related pool asset documents. With respect to certainchanges made to obligor accounts during the reporting period, it was noted thatthe change in the APR was not calculated as required by the pool assetdocuments. The noncompliance relates to a limited number of accounts in certainretailer portfolios that were initially classified as delinquent andsubsequently corrected to current status. Due to a system error, after thecorrection to current status, these accounts continued to reflect an increasedAPR charged to delinquent accounts rather than the correct lower APR. GEConsumer Finance, Inc. is currently working to complete its analysis ofthe issue.

The Servicing Report of GE Consumer Finance, Inc.identified the following material instances of noncompliance by certain vendorsengaged by GE Consumer Finance, Inc. with the applicable servicingcriteria:

·       *1122(d)(4)(viii) Records documenting collection efforts aremaintained during the period a pool asset is delinquent in accordance with thetransaction agreements. Such records are maintained on at least a monthlybasis, or such other period specified in the transaction agreements, anddescribe the entity’s activities in monitoring delinquent pool assetsincluding, for example, phone calls, letters and payment rescheduling plans incases where delinquency is deemed temporary (e.g., illness or unemployment).*With respect to certain collection efforts, it was noted that these effortswere not conducted in accordance with the timeframes required by thetransaction agreements.

GE Money Bank believesthat no material impact to the noteholders resulted from the instances ofnoncompliance described above.

**Item 1123 of Regulation AB. Servicer ComplianceStatement.**

Eachof GE Money Bank, GE Consumer Finance, Inc. and General Electric CapitalCorporation has completed a Statement of Compliance with applicable servicingcriteria (a “Compliance Statement”) signed by an authorized officer of suchservicer. Each Compliance Statement is attached as an exhibit to this 10-K.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Issuing Entity has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

Date:  March 29,2007
|        |   | RFS HOLDING, L.L.C., as Depositor |
|--------|--------|-----------------------------------|
|   |   | By:                               | /s/ RUSSELL J. WALSH |
|   |   | Name:                             | Russell J. Walsh |
|   |   | Title:                            | Vice President |

 

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**EXHIBIT INDEX**
| Exhibit 3.1  |   | Certificate of Formation of the Depositor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 3.2  |   | First Amended and  Restated Limited Liability Company Agreement of RFS Holding, L.L.C. dated  June 26, 2003 (incorporated by reference to Exhibit 3.1 of  Form S-3 Registration Statement filed on July 31, 2003  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                                                                                                        |
| Exhibit 4.1  |   | Master Indenture, dated  as of September 25,2003, between GE Capital Credit Card Master Note  Trust, as Issuer and Deutsche Bank Trust Company Americas, as Indenture  Trustee (incorporated by reference to Exhibit 4.1 of Amendment  No. 1 to Form S-3 Registration Statement filed May 20,  2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                 |
| Exhibit 4.2  |   | Omnibus Amendment  No. 1 to Securitization Documents, dated as of February 9, 2004,  among RFS Holding, L.L.C., RFS Funding Trust, GE Money Bank, GE Capital  Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as  Trustee of RFS Funding Trust, and Deutsche Bank Trust Company Americas, as  Indenture Trustee (incorporated by reference to Exhibit 4.16 of  Amendment No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02)) |
| Exhibit 4.3  |   | Second Amendment to Master  Indenture, dated as of June 17, 2004, between GE Capital Credit Card  Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by  reference to Exhibit 4.4 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on June 17, 2004)                                                                                                                                                                                     |
| Exhibit 4.4  |   | Third Amendment to  Master Indenture, dated as of August 31, 2006, between GE Capital Credit  Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated  by reference to Exhibit 4.1 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust on September 5,  2006)                                                                                                                                                                                                        |
| Exhibit 4.5  |   | Series 2004-1  Indenture Supplement, dated June 23, 2004 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 2,  2004)                                                                                                                                                                                                                                                                                          |
| Exhibit 4.6  |   | Series 2004-2  Indenture Supplement, dated September 22, 2004 (incorporated by  reference to Exhibit 4.1 of the current report on Form 8-K  filed by RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on  September 28, 2004)                                                                                                                                                                                                                                                                               |
| Exhibit 4.7  |   | Series 2005-1  Indenture Supplement, dated March 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on April 5,  2005)                                                                                                                                                                                                                                                                                        |
| Exhibit 4.8  |   | Series 2005-2  Indenture Supplement, dated June 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 6,  2005)                                                                                                                                                                                                                                                                                          |
| Exhibit 4.9  |   | Series 2005-3  Indenture Supplement, dated June 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 6,  2005)                                                                                                                                                                                                                                                                                          |
| Exhibit 4.10 |   | Series 2006-1  Indenture Supplement, dated September 27, 2006 (incorporated by  reference to Exhibit 4.1 of the current report on Form 8-K  filed by RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on  October 2, 2006)                                                                                                                                                                                                                                                                                  |

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| Exhibit 4.11 |   | Trust Agreement, dated  as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of  New York (Delaware) (incorporated by reference to Exhibit 4.3 of  Amendment No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                         |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 4.12 |   | Custody and Control  Agreement, dated as of September 25, 2003 by and among Deutsche Bank  Trust Company of Americas, in its capacity as Custodian and in its capacity  as Indenture Trustee, and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02)) |
| Exhibit 4.13 |   | Receivables Sale Agreement,  dated as of June 27, 2003, between GE Money Bank and RFS Holding, L.L.C.  (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                      |
| Exhibit 4.14 |   | RSA Assumption Agreement  and Second Amendment to Receivables Sale Agreement, dated as February 7,  2005, between GE Money Bank and RFS Holding, L.L.C. (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on February 7, 2005)                                                                             |
| Exhibit 4.15 |   | Third Amendment to  Receivables Sale Agreement, dated as of December 21, 2006, between GE  Money Bank and RFS Holding, L.L.C. (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by GE  Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  December 21, 2006)                                                                                                                     |
| Exhibit 4.16 |   | Transfer Agreement,  dated as of September 25, 2003, between RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust (incorporated by reference to  Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration  Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01  and 333-107495-02))                                                                                                            |
| Exhibit 4.17 |   | Second Amendment to  Transfer Agreement, dated as of June 17, 2004, between RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.3 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  June 17, 2004)                                                                                               |
| Exhibit 4.18 |   | Third Amendment to  Transfer Agreement, dated as of November 21, 2004, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.1 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS  Holding, L.L.C. on November 21, 2004)                                                                                        |
| Exhibit 4.19 |   | Fourth Amendment to  Transfer Agreement, dated as of August 31, 2006, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.2 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust on  September 5, 2006)                                                                                                                 |
| Exhibit 4.20 |   | Fifth Amendment to  Transfer Agreement, dated as of December 21, 2006, between RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  December 21, 2006)                                                                                                  |
| Exhibit 4.21 |   | Servicing Agreement,  dated as of June 27, 2003, by and among RFS Funding Trust,  GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated  by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                    |

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| Exhibit 4.22 |   | Servicing Assumption  Agreement, dated as of February 7, 2005, by GE Money Bank  (incorporated by reference to Exhibit 4.1 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust  and RFS Holding, L.L.C. on February 7, 2005)                                                                                                                                                                                |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 4.23 |   | First Amendment to  Servicing Agreement, dated as of May 22, 2006, between GE Capital  Credit Master Note Trust and GE Money Bank (incorporated by reference to  Exhibit 4.1 of the current report of Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  May 25, 2006)                                                                                                                                  |
| Exhibit 4.24 |   | Administration  Agreement, dated as of September 25, 2003, among GE Capital Credit  Card Master Note Trust, General Electric Capital Corporation, as  administrator, and The Bank of New York (Delaware), not in its individual  capacity but solely as Trustee (incorporated by reference to  Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration  Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01  and 333-107495-02)) |
| Exhibit 4.25 |   | Servicer Performance  Guaranty, dated as of June 27, 2003, by General Electric Capital  Corporation (incorporated by reference to Exhibit 4.15 of Amendment  No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                                                                  |
| Exhibit 4.26 |   | Amended and Restated  Service Agreement, dated as of May 25, 2006, between GE Money Bank  and General Electric Capital Corporation (incorporated by reference to  Exhibit 4.16 of Amendment No. 2 to Form S-3 filed on  June 14, 2006 (No. 333-130030))                                                                                                                                                                                      |
| Exhibit 4.27 |   | Form of  Subservicing Agreement between General Electric Capital Corporation and  Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of  Amendment No. 2 to Form S-3 filed on June 14, 2006  (No. 333-130030))                                                                                                                                                                                                                    |
| Exhibit 31.1 |   | Certification of Officer  of Depositor delivered with respect to the Pre-Regulation AB Notes                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 31.2 |   | Certification of Officer  of Depositor delivered with respect to the Series 2006-1 Notes                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 33.1 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Money  Bank                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 33.2 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer  Finance, Inc.                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 33.3 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of General  Electric Capital Corporation                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 33.4 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche  Bank Trust Company Americas                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 34.1 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Money Bank                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 34.2 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Consumer Finance, Inc.                                                                                                                                                                                                                                                                                                                            |
| Exhibit 34.3 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of General Electric Capital Corporation                                                                                                                                                                                                                                                                                                                      |
| Exhibit 34.4 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of Deutsche Bank Trust Company Americas                                                                                                                                                                                                                                                                                                                      |
| Exhibit 35.1 |   | Servicing Compliance  Statement of GE Money Bank                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 35.2 |   | Servicing Compliance  Statement of GE Consumer Finance, Inc.                                                                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 35.3 |   | Servicing Compliance  Statement of General Electric Capital Corporation                                                                                                                                                                                                                                                                                                                                                                                                         |

 

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