SecProbe.io

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Mail Stop 4561

      August 15, 2005

By U.S. Mail and Facsimile to (312) 706-8180

David A. Marple
Residential Capital Corporation
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

Re:	Residential Capital Corporation
	Registration Statement on Form S-4
      Filed July 15, 2005
	File No. 333-126640

	Registration Statement on Form 10
	Filed July 15, 2005
	File No. 000-51438

Dear Mr. Marple:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form S-4

General

1. Please include updated interim financial statements as required
by
Rule 3-12 of Regulation S-X.

2. Please update your management`s discussion and analysis as a
result of the inclusion of these interim financial statements.
Refer
to Item 303(b) of Regulation S-K.

3. Please provide the staff with the representations in the
Shearman
& Sterling no action letter from Residential Capital.

Cover Page

4. The cover page must indicate the securities being sold,
including
guarantees.  See Item 501 of Regulation S-K.  Please revise.

Summary, page 1

5. Please provide a brief discussion, including the business
reasons,
of the formation of Residential Capital.

The Notes, page 9

6. Please disclose the amount of existing debt ranking equal to,
and
senior, to the notes, both for the company and for the guarantors.

Summary of the Exchange Offer, page 4

7. Confirm that the offer will be open for at least a full twenty
business days in compliance with Rule 14e-1(a).  Presently, it
appears possible that the offer may be open for less than the
twenty
business days because the offer expires at 5:00 p.m. instead of
midnight on what may ultimately be the twentieth business day
following commencement.  Refer to Q & A # 8 in SEC Release No. 34-
16623 (March 5, 1980).

Risk Factors, page 11

8. Please delete the first, second, and fourth risk factors.  They
are not risks of participating in the transaction, and the first
two
are coercive.

We remain exposed to credit risk associated with..., page 14

9. Please disclose the percentage of non-prime mortgage loans in
your
portfolio.

Federal or state laws allow courts, page 24

10. Please include the words "fraudulent transfer" in the caption.

Use of Proceeds, page 27

11. Please indicate the interest rate of the line of credit paid
off
with the proceeds of the old notes.

Segment Results, page 45

12. On page 45 you attribute the $1.1 billion growth in your
lending
receivables primarily to the consolidation of a previously non-
consolidated entity that is used as an aggregation facility for
certain lending receivables.  You state that you are now required
to
consolidate this entity under GAAP due to a restructuring of the
facility.  Please revise to explain the nature of this
restructuring
as well as the specific GAAP guidance relied upon in your
determination that the facility should be consolidated.  In doing
so,
please address whether similar restructurings are expected to
occur
in the future and if so the anticipated impact on lending
receivables
and net interest income.

Business, page 62

13. Please advise us whether you originate, acquire, or hold
option
ARMs.

Summary of Production Channels, page 68

14. The sum of your mortgage loan production tables for GMAC
Residential on page 76 and for Residential Capital Group on page
78
does not reconcile to the table that summarizes total U.S.
residential mortgage loan production presented on pages 68 and 69.
Please explain or revise as necessary.

15. On page 78 you disclose that when Residential Capital Group
acquires prime conforming loans or government mortgage loans it
generally sells those loans to GMAC Residential.  If these
purchases
are included in both of the summary of loan production for GMAC
Residential on page 76 and Residential Capital Group on page 78,
please revise to quantify in a footnote to each table.

Related-Party Transactions, page 104

16. Please file as exhibits all the agreements discussed.

Terms of the Exchange Offer..., page 111

17. We note your disclosure reserving the right to amend the
exchange
offer.  Revise to state that you are generally required to extend
the
offering period for any material change, including the waiver of a
material condition, so at least five business days remain in the
offer after the change.  Also revise to indicate the period of
time
you are required to extend in the event there is a change in price
or
a change in the percentage of existing notes sought.  Refer to
Rule
14e-1(b).

Conditions to the Exchange Offer, page 115

18. You state that you may assert or waive the conditions of the
offer "at any time in our reasonable discretion."  This statement
implies that conditions may be satisfied or waived after
expiration
of the offer.  Please revise to clarify that all conditions must
be
satisfied or waived prior to expiration of the offer.  Revise
throughout the document as necessary.  We note the statement on
page
5.

Certain U.S. Federal Income Tax Considerations, page 134

19. Please revise the caption and first sentence to indicate that
the
section summarizes material, not certain, tax considerations.

Combined Financial Statements - General, page F-20

20. In an Item 4.02 Form 8-K filed by GMAC on March 16, 2005, GMAC
management concluded that their financial statements filed in the
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2004,
June 30, 2004 and September 30, 2004 and the financial information
furnished for the quarter ended December 31, 2004 in the Current
Report on Form 8-K dated January 19, 2005, should no longer be
relied
upon.  GMAC management also noted that most of the necessary
adjustments related to items detected in the fourth quarter of
2004
at GMAC`s residential mortgage business that relate to earlier
2004
quarters.  Please tell us how these adjustments have been
reflected
in the financial statements of Residential Capital Corporation for
all periods presented.

Combined Statement of Changes in Stockholder`s Equity, page F-23

21. We note no indication as to whether the foreign currency
translation adjustments are shown net of tax. Please tell us how
you
considered paragraphs 24 and 31(c) of FAS 52 in your presentation
of
foreign currency translation on page F-23 of your Combined
Statement
of Changes in Stockholder`s Equity.

Exhibits

22. Please file the organizational documents for all registrants,
including guarantors.

Exhibit 5

23. The legal opinion should cover all securities being
registered,
including guarantees.  Please revise.

Form 10

If appropriate, please make conforming changes to the Form 10.

*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Benjamin Phippen, Staff Accountant, at (202)
551-3697 or Donald Walker, Senior Assistant Chief Accountant, at
(202) 551-3490 if you have questions regarding accounting-related
matters.  Please contact Gregory Dundas at (202) 551-3436 or me at
(202) 551-3698 with any other questions.

						Sincerely,

						Mark S. Webb
						Legal Branch Chief

cc:	Philip J. Niehoff, Esq.
	Mayer, Brown, Rowe & Maw LLP
	71 South Wacker Drive
	Chicago, Illinois 60606

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Residential Capital Corporation
David A. Marple
August 15, 2005
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