**Exhibit 34.2**

** **

Report of Independent Registered PublicAccounting Firm

 

TheBoard of Directors

GEConsumer Finance, Inc.:

 

We have examined the accompanyingmanagement’s assertion that GE Consumer Finance, Inc. (the Company)  complied with the servicing criteria setforth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for asset-backed securities transactions for which the Companyacted as servicer involving credit card receivables, accounts receivable andasset based lending receivables (the Platform), except for servicing criteria1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi),1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii) which theCompany has determined are not applicable to the activities it performs withthe respect to the Platform, as of and for the twelve months ended December 31,2008.  Appendix B to management’sassertion identifies the individual asset-backed transactions and securitiesdefined by management as constituting the Platform.  Management is responsible for the Company’scompliance with those servicing criteria. Our responsibility is to express anopinion on management’s assessment about the Company’s compliance based on ourexamination.

 

Ourexamination was conducted in accordance with the standards of the PublicCompany Accounting Oversight Board (United States)****and,accordingly, included examining, on a test basis, evidence about the Company’scompliance with the servicing criteria specified above and performing suchother procedures as we considered necessary in the circumstances.  Our examination included testing selectedasset-backed transactions and securities that comprise the Platform, testingselected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selectedactivities in compliance with the servicing criteria.  Furthermore, our procedures were limited tothe selected transactions and servicing activities performed by the Companyduring the period covered by this report. Our procedures were not designed to determine whether errors may haveoccurred either prior to or subsequent to our tests that may have affected thebalances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions.We believe that our examination provides a reasonable basis for ouropinion.  Our examination does notprovide a legal determination on the Company’s compliance with the servicingcriteria.

 

Asdescribed in the accompanying management assertion, for servicing criteria 1122(d)(2)(vii), the Company has engaged various vendors to perform the activitiesrequired by these servicing criteria. The Company has determined that none ofthese vendors is considered a “servicer” as defined in Item 1101(j) ofRegulation AB, and the Company has elected to take responsibility for assessingcompliance with the servicing criteria applicable to each vendor as permittedby Interpretation 17.06 of the SEC Division of Corporation Finance Manual ofPublicly Available Telephone Interpretations (“Interpretation 17.06”).  Aspermitted by Interpretation 17.06, the Company has asserted that it haspolicies and procedures in place designed to provide reasonable assurance thatthe vendors’ activities comply in all material respects with the servicingcriteria applicable to each vendor.  The Company is solely responsible fordetermining that it meets the SEC requirements to apply Interpretation 17.06for the vendors and related criteria as described in its assertion, and weperformed no procedures with respect to the Company’s eligibility to applyInterpretation 17.06.

 

In our opinion, management’s assessmentthat the Company complied with the aforementioned servicing criteria includingservicing criteria 1122 (d)(2)(vii) for which complianceis determined based on Interpretation 17.06 as described above, is fairlystated as of and for the twelve months ended December 31, 2008, in allmaterial respects.

 

/s/KPMG LLP

 

Chicago,Illinois

March 24,2009

 

----