8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)     September 22, 2004

GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-107495, 333-107495-02	57-1173164 (RFS Holding, L.L.C.) 20-0268039 (GE Capital Credit Card Card Master Note Trust)
(Commission File Number)	(I.R.S. Employer Identification No.)
1600 Summer Street, Stamford, Connecticut	06927
(Address of Principal Executive Offices)	(Zip Code.)

203-585-6669

(Registrant’s Telephone Number, Including Area Code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

Item 8.01. Other Events.

In connection with the offering of the Class A Series 2004-2 Floating Rate Asset Backed Notes, Class B Series 2004-2 Floating Rate Asset Backed Notes and Class C Series 2004-2 Floating Rate Asset Backed Notes (collectively, the “Notes”) described in a Prospectus Supplement dated September 8, 2004, Mayer, Brown, Rowe & Maw LLP rendered an opinion regarding certain tax matters and an opinion regarding the legality of the Notes.  A copy of those opinions are filed as exhibits to this report and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)  Not applicable
(b)  Not applicable
(c)  Exhibits.

Exhibit No.	Document Description
Exhibit 5.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding the legality of the Notes
Exhibit 8.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters.
Exhibit 23.1	Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibits 5.1 and 8.1)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RFS Holding, L.L.C., as
	Co-Registrant, and as depositor on behalf of
	GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Co-Registrant
Dated:  September 22, 2004	By:		/s/ Melissa Hodes
		Name: Melissa Hodes
		Title:  Vice President

3

INDEX TO EXHIBITS

Exhibit No.	Document Description
Exhibit 5.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding the legality of the Notes
Exhibit 8.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters.
Exhibit 23.1	Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibits 5.1 and 8.1)

4

EX-5.1

Exhibit 5.1

Mayer, Brown, Rowe & Maw LLP

190 South La Salle Street

Chicago, Illinois  60603-3441

Main Tel (312) 782-0600

Main Fax (312) 701-7711

www.mayerbrownrowe.com

September 22, 2004

RFS Holding, L.L.C.
1600 Summer Street

Stamford, Connecticut 06927

GE Capital Credit Card Master Note Trust

1600 Summer Street

Stamford, Connecticut 06927

Re:RFS Holding, L.L.C.

GE Capital Credit Card Master Note Trust
 Registration Statement on Form S-3

We have acted as special counsel for RFS Holding, L.L.C., a Delaware limited liability company (“RFSHL”), and GE Capital Credit Card Master Note Trust (the “Note Trust”), as co-registrants (collectively, the “Co-Registrants”) in connection with (a) the filing by the Co-Registrants with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-3 (Registration Nos. 333-107495 and 333-107495-02), as amended (the “Registration Statement”), registering asset-backed notes representing debt of the Note Trust and the related base prospectus, dated as of September 2, 2004 (the “Base Prospectus”) and the related prospectus supplement dated as of September 8,  2004 (together with the Base Prospectus, the “Prospectus”), filed by the Co-Registrants pursuant to Rule 424(b) relating to the issuance of $790,000,000 aggregate principal amount of Class A Asset Backed Notes, Series 2004-2 (the “Class A Notes”), $110,000,000 aggregate principal amount of the Class B Asset Backed Notes, Series 2004-2 (the “Class B Notes”) and $52,500,000 aggregate principal amount of the Class C Asset Backed Notes, Series 2004-2 (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Offered Notes”).  The Offered Notes will be issued pursuant to the Master Indenture, dated as of September 25, 2003, and as amended by the Omnibus Amendment and as further amended by

Brussels  Charlotte  Chicago  Cologne  Frankfurt  Houston  London  Los Angeles  Manchester  New York  Palo Alto  Paris  Washington, D.C.Independent Mexico City Correspondent:  Jauregui, Navarrete, Nader y Rojas, S.C.

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

Second Amendment to Master Indenture, dated as of June 17, 2004 (as amended, the “Master Indenture”), between the Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by an Indenture Supplement, dated as of September 22, 2004 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), between the Note Trust and the Indenture Trustee.  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Indenture.

We have examined executed copies of the Registration Statement, the Master Indenture, the Indenture Supplement and the Transfer Agreement, dated as of September 25, 2003, and as amended by the Omnibus Amendment and as further amended by the Second Amendment to Transfer Agreement, dated as of June 17, 2004 (as amended, the “Transfer Agreement”), between RFSHL and the Note Trust and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”).

We have also assumed that: (i) the Transaction Documents and the Offered Notes have been or will be duly authorized by all necessary corporate action; (ii) the Offered Notes will be duly issued, executed, authenticated and delivered in accordance with the provisions of the Indenture; and (iii) the purchase price for the Offered Notes will be paid to RFSHL by the various underwriters names in the Prospectus.

In expressing our opinion, we have assumed, without independent verification, that the facts presented in the Transaction Documents are correct, the Transaction Documents have been or will be consummated according to their terms, and the factual representations of RFSHL and its affiliates are correct.  In addition, we have assumed that the parties to each Transaction Document will satisfy their respective obligations thereunder.

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Offered Notes, upon issuance and sale thereof in the manner described in the Prospectus and as provided in the Indenture, will be binding obligations of the Note Trust.

We hereby consent to the filing of this letter as part of the Co-Registrants’ Current Report on Form 8-K, dated September 22, 2004 for incorporation in the Registration Statement and to the references to this firm under the heading “Legal Matters” in the prospectus supplement, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

2

We are members of the Bar of the State of Illinois and New York, and we do not express any opinion herein concerning any law other than the law of the State of New York and the Federal law of the United States.

/s/ Mayer, Brown, Rowe & Maw LLP

MAYER, BROWN, ROWE & MAW LLP

3

EX-8.1

Exhibit 8.1

Mayer, Brown, Rowe & Maw LLP

190 South La Salle Street

Chicago, Illinois  60603-3441

Main Tel (312) 782-0600

Main Fax (312) 701-7711

www.mayerbrownrowe.com

September 22, 2004

RFS Holding, L.L.C.
1600 Summer Street

Stamford, Connecticut 06927

GE Capital Credit Card Master Note Trust

1600 Summer Street

Stamford, Connecticut 06927

Re:GE Capital Credit Card Master Note Trust, Series 2004-2
Registration Statement on Form S-3

We have acted as special counsel for RFS Holding, L.L.C., a Delaware limited liability company (“RFSHL”), and GE Capital Credit Card Master Note Trust (the “Note Trust”), as co-registrants (collectively, the “Co-Registrants”) in connection with the filing by the Co-Registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-3 (Registration Nos. 333-107495 and 333-107495-02), as amended (the “Registration Statement”), registering notes representing debt of the Note Trust, and the related base prospectus, dated as of September 2, 2004 (the “Base Prospectus”) and the related prospectus supplement dated as of September 8, 2004 (together with the Base Prospectus, the “Prospectus”), filed by the Co-Registrants pursuant to Rule 424(b) with the Commission under the Act, relating to the issuance of $790,000,000 aggregate principal amount of Class A Asset Backed Notes, Series 2004-2 (the “Class A Notes”), $110,000,000 aggregate principal amount of the Class B Asset Backed Notes, Series 2004-2 (the “Class B Notes”) and $52,500,000 aggregate principal amount of the Class C Asset Backed Notes, Series 2004-2 (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Offered Notes”).  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Prospectus.

Brussels  Charlotte  Chicago  Cologne  Frankfurt  Houston  London  Los Angeles  Manchester  New York  Palo Alto  Paris  Washington, D.C.Independent Mexico City Correspondent:  Jauregui, Navarrete, Nader y Rojas, S.C.

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

Our opinion is based on our examination of the Prospectus, the Master Indenture, dated as September 25, 2003, and as amended by the Omnibus Amendment to Securitization Documents, dated as of February 9, 2004 and as further amended by Second Amendment to Master Indenture, dated as of June 17, 2004 (as amended, the “Master Indenture”), between the Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by an Indenture Supplement, dated as of September 22, 2004 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), between the Note Trust and the Indenture Trustee, and such other documents, instruments and information as we considered necessary.  Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Note Trust and the issuance and sale of the Offered Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Offered Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions.  This opinion is subject to the explanations and qualifications set forth under the caption “Federal Income Tax Consequences” in the Prospectus.  No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

While the tax description does not purport to discuss all possible federal income tax ramifications of the purchase, ownership, and disposition of the Offered Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended,  based on the foregoing, as of the date hereof, we hereby adopt and confirm the statements set forth in the Prospectus under the heading “Federal Income Tax Consequences”, which discusses the federal income tax consequences of the purchase, ownership and disposition of the Offered Notes.  There can be no assurance, however, that the tax conclusions presented therein will not be successfully challenged by the IRS, or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.  We hereby consent to the use of our name therein and to the filing of this opinion as part of the Co-Registrants’ Current Report on Form 8-K, dated on or about September 22, 2004, for incorporation into the Registration Statement without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K.

/s/ Mayer, Brown, Rowe & Maw LLP

MAYER, BROWN, ROWE & MAW LLP

2