SecProbe.io

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                                 August 29, 2005

VIA: EDGAR AND OVERNIGHT MAIL

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C.  20549-0405
Attn:  Elaine Wolff, Branch Chief

         RE:      RESOURCE CAPITAL CORP.
                  REGISTRATION STATEMENT ON FORM S-11
                  FILED JULY 11, 2005
                  FILE NO. 333-126517

Dear Ms. Wolff:

         On behalf of Resource Capital Corp. (the "Company"), we wish to respond
to your comment letter dated August 12, 2005 concerning the above-referenced
filing. For your convenience, we first restate your comment in italics and then
provide our response.

         We are enclosing four courtesy copies, in both clean and blacklined
form, of the amended registration statement (the "Amendment"), together with a
separate set of the exhibits filed with the Amendment.

General

1.       We note that you are a specialty finance company that intends to invest
         in commercial real estate-related assets, residential real
         estate-related assets and commercial finance assets. We further note
         that you intend to operate your business so as to be excluded from
         regulation under the Investment Company Act and your disclosure on
         pages 17, 18, 95 and 96. Please provide the staff with a detailed
         analysis as to why your current and proposed business and investment
         strategy has not caused you to be, and will not cause you to become, an
         "investment company" within the meaning of Section 3 of the Investment
         Company Act of 1940. For example, if you intend to rely on the
         exemption set forth in Section 3(c)(5)(C) of that act, your analysis
         should include a discussion of how you have satisfied and expect to
         continue to satisfy the requirements for the availability of that
         exemption established by applicable Commission rules and staff
         interpretations. Further, please note that we will refer your response
         to the Division of Investment Management for further review.

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Securities and Exchange Commission
August 29, 2005
Page 2 of 35

         The Company believes that it is, and will continue to be, excluded from
         regulation as an investment company under the Investment Company Act of
         1940 (the "1940 Act") because it will not fall within the definition of
         an investment company contained in Section 3(a)(1)(A) or 3(a)(1)(C) of
         the 1940 Act.(1)

         Section 3(a)(1)(A) defines an investment company as any issuer which is
         or holds itself out as being primarily engaged in the business of
         investing, reinvesting or trading in securities. Section 3(c)(6)
         provides, in relevant part, that an issuer is not an investment company
         if it is primarily engaged, directly or through majority-owned
         subsidiaries, in one or more of the businesses described in paragraphs
         (3), (4) or (5). As discussed in detail below, the Company, through its
         largest majority-owned subsidiary, will be primarily engaged in the
         business of purchasing or otherwise acquiring mortgages and other liens
         on and interests in real estate(2) and, therefore, will not be an
         investment company under Section 3(a)(1)(A).

         Section 3(a)(1)(C) defines an investment company as any issuer which is
         engaged or proposes to engage in the business of investing,
         reinvesting, owning, holding or trading in securities, and owns or
         proposes to acquire investment securities having a value exceeding 40%
         of the value of such issuer's total assets (exclusive of U.S.
         government securities and cash items) on an unconsolidated basis.
         "Investment securities" includes all securities except U.S. government
         securities and securities issued by majority-owned subsidiaries which
         are not investment companies and are not relying on the exception from
         the definition of investment company in Section 3(c)(1) or 3(c)(7).
         Thus, because the Company intends to operate its businesses through
         wholly-owned subsidiaries, the securities issued by any subsidiary that
         is excepted from the definition of investment company in Section
         3(c)(1) or 3(c)(7), together with any other investment securities the
         Company owns, must not have a combined value in excess of 40% of the
         value of the Company's total assets on an unconsolidated basis.

         The Company wholly-owns each of its three subsidiaries - RCC Real
         Estate, Inc., a qualified REIT subsidiary ("RCC Real Estate"), RCC
         Commercial, Inc., a qualified REIT subsidiary ("RCC Commercial") and
         Resource TRS, Inc., a taxable REIT subsidiary ("Resource TRS").(3) RCC
         Real Estate intends to rely on the exception from the definition of an
         investment company contained in Section 3(c)(5)(C). The Company will
         monitor the portfolio of investments of RCC Real Estate periodically
         and prior to each investment to confirm that RCC Real Estate continues
         to qualify for this exemption. In order to

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(1)      Section 3(a)(1)(B), dealing with face amount certificate companies, is
         inapplicable by its terms.
(2)      The Company will hold itself out as being in this business.
(3)      Resource TRS need not be considered in this analysis in that it
         currently has no assets.

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Securities and Exchange Commission
August 29, 2005
Page 3 of 35

         qualify for this exemption, at least 55% of RCC Real Estate's total
         assets must be comprised of qualifying assets and at least 80% must be
         comprised of qualifying assets and real estate-related assets. RCC Real
         Estate may invest up to 20% of its total assets in miscellaneous
         assets. See, e.g., Greenwich Capital Acceptance (pub. avail. August 8,
         1991) and NAB Asset Corporation (pub. avail. June 20, 1991).
         Additionally, RCC Real Estate is not engaged in the business of issuing
         redeemable securities, face- amount securities of the installment type
         or periodic payment plan certificates.

         As of June 30, 2005, RCC Real Estate's assets consisted of the
         following, among others:

              -- $936.5 million of agency whole pool residential mortgage-backed
              securities ("Whole Pool RMBS")
              -- 273.7 million of non-agency partial pool residential
              mortgage-backed securities ("Partial Pool RMBS")
              -- $28.5 million of BBB-rated commercial mortgage-backed
              securities ("CMBS")
              -- $25.2 million of a "B" note (where RCC Real Estate has
              unilateral foreclosure rights)(4)

         Based on relevant no-action letters and SEC staff positions, the
         Company considers the Whole Pool RMBS and the B Note as qualifying
         assets that fall within the 55% basket for Section 3(c)(5)(C)
         purposes;(5) these assets constitute 70.5% of RCC Real Estate's total
         assets. The Company considers the Partial Pool RMBS and the CMBS as
         real estate-related assets that fall within the 25% basket for Section
         3(c)(5)(C) purposes; these assets constitute 22.1% of RCC Real Estate's
         total assets.

         Thus, RCC Real Estate's qualifying assets pass the 55% test and its
         qualifying assets and real estate-related assets pass the 80% test.
         Therefore, we believe that RCC Real Estate can rely on the Section
         3(c)(5)(C) exception. As a result, the Company's interest in RCC Real
         Estate does not, and will not, constitute an "investment security" for
         purposes of the analysis required under Section 3(a)(1)(C).

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(4)      A "B" Note is a subordinated interest in a whole loan secured by a lien
         on real estate. The "B" Note holder has the right to appoint the
         "special servicer" of the whole loan and can act as the "controlling
         class" or "directing holder."
(5)      With respect to the Whole Pool RMBS, see American Home Finance Corp.
         (pub. avail. April 9, 1981). With respect to the "B" Note, the Staff
         has taken the position that a mortgage participation interest is a
         qualifying asset if the holder has the unilateral right to foreclose on
         the mortgage. See, e.g., United States Property Investments, N.V. (pub.
         avail. May 1, 1989); Upper Peninsula Construction Labor - Management
         Counsel (pub. avail. April 18, 1988); Northwestern Ohio Building and
         Construction Trades Council (pub. avail. May 21, 1984).

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Securities and Exchange Commission
August 29, 2005
Page 4 of 35

         As set forth in the Company's registration statement, RCC Real Estate
         intends to use collateralized debt obligations ("CDOs") as a principal
         term financing vehicle for assets other than Whole Pool RMBS and
         Partial Pool RMBS. While RCC Real Estate has used CDO financings only
         twice as of June 30, 2005, it expects to expand the use of CDO
         financing in the future. RCC Real Estate owns 100% of the equity
         interests of the two existing CDOs and will own 100% of the equity
         interests of any future CDO special purpose vehicle.(6) Based on the
         provisions of Section 3(c)(6), RCC Real Estate will, directly or
         indirectly (through its wholly-owned CDOs), be primarily engaged in the
         business of purchasing or otherwise acquiring mortgages and other liens
         on and interests in real estate.

         RCC Commercial intends to rely on the exception from the definition of
         an investment company contained in Section 3(c)(7). As a result, the
         Company's interest in RCC Commercial constitutes, and will continue to
         constitute, an "investment security" for purposes of the analysis
         required under Section 3(a)(1)(C).

         As of June 30, 2005, the Company's total assets on an unconsolidated
         basis consisted of the following:

              -- Interest in RCC Real Estate (valued at $179.0 million)
              -- Interest in RCC Commercial (valued at $30.0 million)
              -- Cash and U.S. government securities (valued at $5.1 million)
              -- Other assets (valued at $.6 million)

         Excluding the cash and U.S. government securities, the Company's total
         assets on an unconsolidated basis as of June 30, 2005 were $209.6
         million, 85.4% of which consisted of the Company's interest in RCC Real
         Estate. Thus, the Company's investment securities are less than 40% of
         its total unconsolidated assets and the Company is not an investment
         company under Section 3(a)(1)(C) of the 1940 Act.

2.       We note that Credit Suisse First Boston, Friedman Billings Ramsey,
         Citigroup and J.P. Morgan are underwriting this offering. We further
         note that Credit Suisse First Boston has entered into repurchase
         agreements with you and will receive a portion of the net proceeds
         received by you from this offering through the repayment of
         indebtedness under the repurchase agreements. In addition, we note that
         you have purchased and will in the future likely purchase investments,
         including RMBS, ABS and syndicated loans, from or issued by affiliates
         of the underwriters in this offering, including Credit Suisse First

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(6)      Each CDO will have its own 1940 Act exemption - typically Section
         3(c)(1), 3(c)(7) or, in certain instances, 3(c)(5)(C).

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Securities and Exchange Commission
August 29, 2005
Page 5 of 35

         Boston, Friedman Billings Ramsey, Citigroup and J.P. Morgan. Please
         revise throughout your prospectus to include appropriate and detailed
         disclosure regarding the risks associated with the lack of an
         unaffiliated underwriter for this offering. You should address
         specifically the risk associated with the underwriter due diligence
         obligation. If you intend to voluntarily comply with NASD Rule 2720 by
         having an unaffiliated underwriter act as a Qualified Independent
         Underwriter, please revise to provide appropriate disclosure. Please
         tell us whether the NASD has been contacted regarding these conflicts
         and whether it has any objections to the involvement of the
         underwriters in this offering as a result. Include all correspondence
         between the underwriters and the NASD as it relates to this offering.

         The underwriters have advised the Company that they intend to
         voluntarily comply with NASD 2720 and will ensure that at least one of
         the underwriters participating in the offering is unaffiliated with the
         Company and will act as a "qualified independent underwriter" ("QIU").
         In such role, the designated underwriter will perform a due diligence
         investigation of the Company and participate in the preparation of the
         registration statement. The underwriters have advised the Company that
         the QIU will be identified and disclosed prior to commencement of
         marketing activities. The Company has included disclosure in the
         "Underwriting" section to reflect that this offering is being made
         using a QIU. The underwriters have also advised the Company that they
         made an initial filing with the NASD one business day after the Company
         filed the registration statement and have received a comment letter
         from the NASD, a copy of which is enclosed for the staff's review, to
         which they will respond in connection with the Company's filing of the
         Amendment. Additionally, the Company has added disclosure under
         "Summary--Summary Risk Factors" and "Risk Factors" regarding potential
         conflicts of interest it has with certain of the underwriters
         participating in the offering. Please also see the company's response
         to comment 33.

3.       We note that, upon completion of your private placement in March 2005,
         you granted to your manager 345,000 shares of restricted stock and
         options to purchase 651,666 shares of your common stock and that your
         manager subsequently allocated 279,000 shares of the 345,000 shares of
         restricted stock to its officers and employees. We further note section
         8(k) of the management agreement, which states your manager has the
         right to allocate the restricted stock and options at its sole and
         absolute discretion to its officers, employees and other individuals
         who provide services to it. Please provide your analysis regarding
         whether the manager should be viewed as taking those shares with a view
         towards distribution and therefore should be viewed as an underwriter.
         In this connection, please tell us when such allocations were made and
         to whom. Assuming the manager is an underwriter, please tell us the
         exemption you are relying on for the

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Securities and Exchange Commission
August 29, 2005
Page 6 of 35

         issuance to these officers and employees and provide your analysis
         regarding why this issuance should not be integrated with this
         offering.

         Based on an analysis of Sections 4(1) and 4(2) of the Securities Act,
         or the so-called "Section 4(1 1/2) exemption," the Company does not
         believe that the Manager took the restricted stock and options with a