SecProbe.io

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                                December 19, 2005

VIA: OVERNIGHT MAIL

Securities and Exchange Commission
Washington, D.C. 20549-0405
Attn:  Elaine Wolff, Branch Chief

         RE:      RESOURCE CAPITAL CORP.
                  AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-11
                  FILED NOVEMBER 18, 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 December 9, 2005 concerning the above-referenced
filing. For your convenience, we first restate your comment in italics and then
provide our response. Internal page references are to the EDGAR version of
Amendment No. 4 to the registration statement.

         We are enclosing four courtesy copies, in both clean and blacklined
form, of the amended registration statement.

Cover
-----

1.       Please note that only the names of the lead or managing underwriters
         should appear on the cover page. Please confirm that you will not
         include the names of the underwriters in the syndicate on the cover
         page in the final prospectus that you distribute to investors.

         The Company supplementally advises the staff that each underwriter
         listed on the cover page is a managing underwriter. The Company also
         advises the staff that there may be an underwriting syndicate in
         connection with the offering and, in such case, each underwriter in the
         syndicate will not be listed on the cover page but will be listed in
         the underwriting section.

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Securities and Exchange Commission
December 19, 2005
Page 2 of 6

Summary, page 1
---------------

Our Company, page 1
-------------------

2.       We note your response to comment no. 5 and the revised disclosure that
         your objective is to provide your stockholders with total returns over
         time, including stable quarterly distributions and capital
         appreciation, that are attractive in relation to the risks associated
         with an investment in your company, or risk-adjusted returns. We
         continue to believe that references to "attractive" total returns and
         "stable" distributions are business jargon and should be omitted from
         the summary.

         The Company has revised the first paragraph in "Our Company" at page 1,
         and the first paragraph of "Business" at page 81, to remove the
         references to "attractive" returns and "stable" distributions and, as a
         consequence, has also removed the references to "risk-adjusted
         returns." The Company has made conforming revisions throughout the
         prospectus.

Our Investment Portfolio, page 3
--------------------------------

3.       We note your disclosures that as of September 30, 2005, your
         investments are consistent with your strategic target for these asset
         classes. For each asset class, please revise to clarify the percentage
         that you currently have invested in such class and how this differs
         from your intentions in the next twelve months.

         The Company has revised the section "Summary - Our Investment
         Portfolio," beginning at page 3, to disclose the percentage the Company
         has invested in each asset class as of September 30, 2005, and how it
         differs from its intended allocation in the next twelve months. The
         Company has made conforming changes in "Business - Investment
         Strategy," beginning at page 84.

External Manager, page 9
------------------------

4.       We note your response to comment no. 5 and the revised disclosure that
         when you are simply managing your portfolio your executive officers
         will devote "significantly less" time to your operations. Please revise
         your disclosure on pages 11 and 90 to quantify "significantly less."

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Securities and Exchange Commission
December 19, 2005
Page 3 of 6

         The Company has revised the disclosure on pages 11 and 91 to quantify
         the amount of time the executive officers will devote to the Company's
         operations when the Manager is simply managing the Company's portfolio.

Distribution policy, page 16
----------------------------

5.       We note your response to comment no. 7 and the revised disclosure that
         you funded the July distribution from uninvested proceeds of your March
         2005 private offering. Please tell us the source of your $4.7 million
         distribution in October and please explain how the July distribution
         did not represent a return of capital.

         The Company supplementally advises the staff that the $4.7 million
         distribution in October 2005, together with the $3.2 million
         distribution in July 2005, did not exceed the Company's REIT taxable
         income for the period ended September 30, 2005; accordingly, since REIT
         taxable income did not exceed distributions made, there was no return
         of capital. The Company further supplementally advises the staff that
         the source of the $4.7 million distribution was cash flow from
         operating activities, which was $5.6 million for the three months ended
         September 30, 2005.

6.       We note your risk factor on page 43 that discusses the risk that
         distributions in excess of current earnings and profits will be treated
         as a return of capital that will reduce the basis of investors' stock.
         Please revise that risk factor to discuss the risk that in connection
         with your July distribution you have used, and, may in the future use,
         offering proceeds to make distributions and the impact that investing
         less proceeds may have on your ability to make future distributions. In
         addition, please revise the risk factor to discuss the risk that you
         may borrow to make distributions and impact such borrowings may have on
         your ability to make future distributions. Further, please revise to
         include summary risk factor disclosure regarding this risk.

         The Company has provided disclosure regarding the risks of using
         offering proceeds and borrowings to fund distributions at the end of
         the risk factor "We have not established a minimum distribution payment
         level and we cannot assure you of our ability to make distributions in
         the future" at page 43 and has added a cross reference to this risk
         factor in the risk factor "If we make distributions in excess..." at
         page 45. The Company believes that the economic risks disclosed in the
         revised discussion are more compatible with the economic/financial
         discussion in "We have not established..." than the tax discussion in
         "If we make distributions in excess..." The Company has also added the
         requested summary risk factor on page 9.

<PAGE>

Securities and Exchange Commission
December 19, 2005
Page 4 of 6

Our Formation and Structure, page 19
------------------------------------

7.       We note your response to comment no. 9 and the revised disclosure
         regarding Apidos CDO I and Apidos CDO III. Please revise to include
         corresponding disclosure regarding Ischus CDO II, if applicable. In
         addition, please tell us the status of Apidos II and identify who owns
         its equity interests.

         The Company has revised the disclosure in note 5 on page 20 to disclose
         that Ischus CDO II is a qualified REIT subsidiary.

         The Company supplementally advises the staff that the Company does not
         and will not own the equity interest, or any other interest, in Apidos
         CDO II.

Management's Discussion of Financial Condition, page 53
-------------------------------------------------------

Contractual Obligations, page 71
--------------------------------

8.       We note your response to comment no. 14 and the revised disclosure. We
         further note that the $3.3 million listed on the table is calculated
         only for the next twelve months based on your current equity. Please
         expand your disclosure to calculate the amount based on your equity as
         adjusted for this offering.

         The Company has revised note 2 on page 72 to disclose the amount of the
         base management fee as adjusted for this offering.

Consolidated Statement of Cash Flows, page F-5
----------------------------------------------

9.       We note that proceeds from borrowings on warehouse agreements are
         presented as a cash outflow for the three months ended September 30,
         2005. It appears that the proceeds and repayments on your warehouse
         facilities are presented as a net amount. Please revise to present
         these cash inflows and outflows on a gross basis in accordance with
         paragraph 13 of SFAS 95.

         The Consolidated Statement of Cash Flows on page F-5 has been revised
         to present cash inflows and outflows from the warehouse facilities on a
         gross basis.

<PAGE>

Securities and Exchange Commission
December 19, 2005
Page 5 of 6

Additional Matters
------------------

         As previously discussed between the staff and the undersigned, the
         Company intends to issue warrants to existing stockholders as a
         dividend before the completion of the offering. Each warrant will
         entitle the holder to purchase one share of the Company's common stock
         for each 10 shares of common stock held. If an existing stockholder
         owns shares in other than a ten-share increment, the stockholder will
         receive an additional warrant. Holders of restricted shares would also
         receive this dividend. The warrants will have an exercise price of
         $15.00 per share. The warrants will not be exercisable for a period of
         one year following their issue date and will expire three years
         following their issue date. The holders of the warrants also will be
         the beneficiaries of registration rights with respect to the underlying
         common stock following expiration of the non-exercisable period.

         In its analysis of whether the dividend to existing stockholders in the
         form of warrants should be integrated with this offering, the Company
         notes the following:

              o   This offering will be made to the general public for cash in a
                  capital-raising transaction, while the issuance of the
                  warrants will be limited to current holders of the Company's
                  common stock for no consideration for the business purpose
                  described in the third bullet point. The current holders are
                  either qualified institutional buyers within the meaning of
                  Rule 144A, accredited investors within the meaning of Rule
                  501(a), or officers, directors or employees of the Company,
                  the Manager or entities affiliated with the Manager.
                  Accordingly, this offering and the warrant issuance are being
                  made to different classes of investors.

              o   The warrant cannot be exercised for one year following
                  issuance and, accordingly, during that period the Company will
                  not receive any proceeds from warrant exercises. Moreover,
                  since the warrants are exercisable at the election of the
                  holder only, the Company cannot predict whether it will
                  receive any proceeds from warrant exercises or, if it does,
                  the amount or the timing of the receipt of such proceeds.
                  Accordingly, the offerings are not being made at or about the
                  same time. Based upon the foregoing, and upon the immediately
                  preceding bullet point, the Company also concludes that the
                  issuance of the warrants should not be deemed to be a
                  financing and, even if it is deemed to be a financing, that
                  this offering and the warrant issuance are not part of the
                  same plan of financing.

<PAGE>

Securities and Exchange Commission
December 19, 2005
Page 6 of 6

              o   The Company does not view the warrant dividend as a capital
                  raising technique, as discussed in the immediately preceding
                  bullet points, but, rather, as a means of maintaining good
                  relations with its existing stockholders in view of the length
                  of time over which the initial public offering process has
                  extended. Accordingly, the Company believes that this offering
                  and the warrant issuance are not for the same general purpose.

         The Company also believes that the warrants and the common stock in
         this offering are different securities. While the Company is aware that
         a warrant may be deemed to be an offer of the underlying security under
         Section 2(a)(3) of the Securities Act if the warrant is immediately
         exercisable, the Company believes that the fact that the warrant is not
         exercisable for one year following issuance is a significant deferral
         of the warrantholder's ability to exercise after issuance of the
         warrant and, accordingly, that the warrant should not be deemed to be a
         present offer of the underlying common stock. The staff has taken the
         position that a convertible or exercisable security that is not
         convertible or exercisable within one year of the date of issuance is
         not deemed to be a sale of the underlying security pursuant to Section
         2(a)(3) of the Securities Act. See Div. of Corp. Fin., Manual of Pub.
         Avail. Tel. Interps., A.9. (July 1997).

         Based upon its conclusions that the warrant issuance is not part of the
         same plan of financing as this offering, is for a different purpose
         than this offering, does not involve the issuance of the same type of
         security, and does not involve a present offer of the underlying common
         stock, the Company believes that the warrant issuance and this offering
         should not be integrated.

                                                    Very truly yours,

                                                    /s/  J. Baur Whittlesey
                                                    ----------------------------
                                                    J. Baur Whittlesey
Enclosure

cc:      Jonathan Z. Cohen
         Lisa A. Ernst
         Larry P. Medvinsky (Facsimile: 212-878-8375)

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