**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
  
  **Washington,
D.C. 20549**
  
   **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**
  **333-115582,
333-115582-02, 333-115582-03, 333-115582-04**
 **(Commission
File Numbers)**
 
 **GE
DEALER FLOORPLAN MASTER NOTE TRUST,**
 **Co-Registrant
and Issuer**
 
 **DISTRIBUTION
FINANCIAL SERVICES FLOORPLAN MASTER TRUST,**
  **Co-Registrant
and the Underlying Trust**
  **CDF
FUNDING, INC.**
  **Co-Registrant
and Transferor**
  **CDF
FINANCING, L.L.C.**
  **Co-Registrant**
  (Exact
name of registrant as specified in its charter)
  **Delaware**
  (State or
Other Jurisdiction of Incorporation of the Issuer)
  **88-0355652
(CDF Financing, L.L.C. Trust)**
  **20-1060484
(CDF Funding, Inc.)**
  (Registrants’
I.R.S. Employer Identification No., as applicable)
  **5595
Trillium Boulevard**
 **Hoffman
Estates, Illinois 60192**
 
    
   **(847)
747-6800**
  (Address
and Telephone Number of Principal Executive Offices)
  
  Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of
1934: **None**
  Securities
registered pursuant to Section 12(g) of the Securities Exchange Act of
1934: **None**
  
 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.
 
 ý Yes o No
 
 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.**
  
   
   **PART
I**
  Item
1.   **Business**
  This
Annual Report on Form 10-K (the “Report”) is filed with respect to GE Dealer
Floorplan 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
April 20, 2004, and as amended and restated pursuant to an amended and restated
trust agreement, dated as of August 12, 2004 (the “Trust Agreement”),
between CDF Funding, Inc., a Delaware corporation and a co-registrant (referred
to herein as the “Company” or the “Transferor”) and The Bank of New
York (Delaware), a Delaware banking corporation, as the owner trustee (the
“Owner Trustee”). The Trust issued $1,250,000,000 in aggregate principal
amount of asset-backed notes, Classes A, B and C, Series 2004-1 (the “Series
2004-1 Notes”) and $1,250,000,000 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 August 12, 2004 (the “Master Indenture”),
between the Trust and Wilmington Trust Company, a Delaware banking
corporation, as the indenture trustee (the “Indenture Trustee”), and as
supplemented by a series 2004-1 indenture supplement with respect to the
Series 2004-1 Notes, and a series 2004-2 indenture supplement with respect
to the Series 2004-2 Notes, each dated as of August 12, 2004.
  In
no-action letters issued to a variety of issuers of asset-backed securities, 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 ITT
Floorplan Receivables L.P. (April 25, 1994), responses to certain Items in
this Report have been omitted or modified.
  Item
2.  **Properties**
  Not
applicable.
  See Item
15.
  Item
3.  **Legal
Proceedings**
  No
material legal proceedings involving the Trust, or to the extent relating to the
Trust or the assets of the Registrant, the Indenture Trustee, the
Co-Registrants, General Electric Capital Corporation, as the master servicer
(the “Master Servicer”) or the Owner Trustee, 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 Master Servicer or the Co-Registrants.
  Item
4.  **Submission
of Matters to a Vote of Security Holders**
  None.
  **PART
II**
  Item
5 .  **Market
for Registrant’s Common Equity and Related Stockholder
Matters**
  (a)
    The
      Transferor is not aware of any market in which the Notes are traded.
  (b)
    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. As of March 1, 2005, according to
      information received from the Indenture Trustee, there are no other
      registered holders of record of such Notes.
  (c)
    Not
      applicable.
  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 principles or practices or financial disclosure.
  Item
9A.   **Controls
and Procedures**
  Not
Applicable.
  Item
9B.   **Other
Information**
  None.
  
  **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**
  CDF
Funding, Inc. owns 100% of certificates 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.
  **PART
IV**
  Item
15.  **Exhibits,
Financial Statement Schedules, and Reports on Form 8-K**
  (a)  (1)  Not
applicable.
  (2)
    Not
      applicable.
 
 (3)
    The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.
 
 (b)
    The
      exhibits filed in response to Item 601 of Regulation S-K are listed in the
      Exhibit Index.
  (c)
    Not
      applicable.
 
 
  
  **SIGNATURES**
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the co-registrants have duly caused this report to be signed on behalf
of the co-registrants by the undersigned, thereunto duly
authorized.
  Date:
March 28, 2005
  **CDF
FUNDING, INC.** ,
 (Co-Registrant)
 
 
 By: 
/s/ Michael
Cipolla
 Name:  Michael
Cipolla
 Title:  Vice
President
 
 
 
 **GE
DEALER FLOORPLAN MASTER NOTE TRUST**
 (Co-Registrant)
 
 By:  CDF
FUNDING, INC.
 
 
 By:
/s/ Michael
Cipolla
 Name:  Michael
Cipolla
 Title:  Vice
President
 
 
 
 **CDF
FINANCING, L.L.C.**
 (Co-Registrant)
 
 
 By:
/s/ W. Steven
Culp
 Name:  W. Steven
Culp
 Title:  Vice
President and Treasurer
 
 
 
 **DISTRIBUTION
FINANCIAL SERVICES FLOORPLAN MASTER TRUST**
 (Co-Registrant)
 
 By:  CDF
FINANCING, L.L.C.
 
 
 By:
/s/ W. Steven
Culp
 Name:  W. Steven
Culp
 Title:  Vice
President and Treasurer
 
  
   **EXHIBIT
INDEX**
  
 **Exhibit
31:** Certificate of Officer of Depositor Pursuant to Section 302(A) of the
Sarbanes-Oxley Act of 2002.
  **Exhibit
99.1:** Annual
Statement as to Compliance of the Master Servicer for the year ended December
31, 2004.
  **Exhibit
99.2:** Independent Accountants Report of KPMG on Management’s Assertions with respect
to GE Dealer Floorplan Master Note Trust
  **Exhibit
99.3** : Series
2004-1 and Series 2004-2 Aggregate Collection Data Year 2004.