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DEWEY BALLANTINE LETTER RE FORM S-3

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 DEWEY BALLANTINE LLP

 1301 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10019-6092

 TEL 212 259-8000 FAX 212 259-6333

December 19, 2005

 Mr. Max Webb

 Securities and Exchange Commission

 Judiciary Plaza; Stop 3-10

 450 Fifth Street, NW

 Washington, D.C. 20549

Re:

AFS SenSub Corp. and AFS Funding Trust (the “Co-Registrants”)

Form S-3 Shelf Registration Statement

(the “Registration Statement”)

 Dear
Mr. Webb:

 Enclosed is a courtesy copy of the
Registration Statement referred to above, including: (i) a clean version of the Registration Statement as filed today, and (ii) a blacklined copy of the form of senior-subordinate transaction prospectus supplement that is part of the
Registration Statement, marked to show how that form differs from the form of insured transaction prospectus supplement that is part of the Registration Statement.

 The Registration Statement has been prepared in accordance with the Plain English Disclosure Rules and Regulation AB.

 This initial filing states that the amount to be registered is
$1,000,000. We will file an amendment that will increase the amount of registered securities.

 Please note that many of the exhibits listed on the Exhibit Index of the Form S-3 will be updated to conform with Regulation AB and will be filed prior to the Registration Statement’s effectiveness.

 We understand that General Instruction I.A.4. to Form S-3 requires that to
the extent a depositor or any issuing entity previously established by a depositor has been subject to the filing requirements of section 12 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the
twelve calendar months immediately preceding the filing of the Registration Statement that “such depositor and each such issuing entity must have filed all material required to be filed regarding such asset-backed securities pursuant to section
13, 14 or 15(d) of the Exchange Act for such period.” Attached hereto as Annex I, please find a list outlining each relevant issuing entity established by either Co-Registrant that was required to make any such filings since December 1,
2004, the CIK number for such issuing entity, the required filings for each issuing entity (filed since December 2004) and the date of each filing.

 Attached hereto as Annex II, please find an example of the form of Static Pool Information that AmeriCredit will post on their website in compliance with
Item 1105 of Regulation AB.

 We would appreciate notice as
to whether the Commission will conduct a review of this Registration Statement and, if so, the type of review and the name of the individual at the Commission who will be assigned the Registration Statement.

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 If you have any questions or comments regarding this Registration Statement, please contact the
undersigned at (212) 259-8417 or John Keiserman at (212) 259-6723.

Sincerely,

 /s/ Stephanie J. Mah

Stephanie J. Mah

cc:

Daniel E. Berce

Chris A. Choate

Chris DiAngelo, Esq.

John P. Keiserman, Esq.

 NEW YORK WASHINGTON, D.C. LOS ANGELES EAST PALO ALTO HOUSTON AUSTIN

 LONDON WARSAW FRANKFURT MILAN ROME BEIJING

Table of Contents

 Annex I

 Issuing Entity

                 CIK

 Required Filing

 Date Filed

 AmeriCredit Automobile

 Receivable Trust

 2005-D-A

 0001344379

 425B5 (Prospectus)

 11-14-2005

 8-K (Post Closing)

 11-22-2005

 8-K (Remittance Report)

 12-12-2005

 2005-C-F

 0001337054

 425B5 (Prospectus)

 8-25-2005

 8-K (Post Closing)

 9-6-2005

 8-K (Remittance Report)

 10-11-2005

 8-K (Remittance Report)

 11-10-2005

 8-K (Remittance Report)

 12-12-2005

 2005-B-M

 0001328601

 425B5 (Prospectus)

 5-27-2005

 8-K (Post Closing)

 6-7-2005

 8-K (Remittance Report)

 7-11-2005

 8-K (Remittance Report)

 8-10-2005

 8-K (Remittance Report)

 9-12-2005

 8-K (Remittance Report)

 10-11-2005

 8-K (Remittance Report)

 11-10-2005

 8-K (Remittance Report)

 12-12-2005

 2005-1

 0001322839

 424B3 (Preliminary Prospectus)

 4-5-2005

 305B2 (Trust Indenture Act)

 4-12-2005

 424B5 (Final Prospectus)

 4-12-2005

 8-K (Post Closingt)

 4-19-2005

 8-K (Remittance Report)

 5-10-2005

 8-K (Remittance Report)

 6-10-2005

 8-K (Remittance Report)

 7-11-2005

 8-K (Remittance Report)

 8-10-2005

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8-K (Remittance Report)

9-12-2005

8-K (Remittance Report)

10-11-2005

8-K (Remittance Report)

11-10-2005

8-K (Remittance Report)

12-12-2005

 2005-A-X

0001316371

425B5 (Prospectus)

2-2-2005

8-K (Post Closing)

2-8-2005

8-K (Remittance Report)

3-10-2005

8-K (Remittance Report)

4-11-2005

8-K (Remittance Report)

5-10-2005

8-K (Remittance Report)

6-10-2005

8-K (Remittance Report)

7-11-2005

8-K (Remittance Report)

8-10-2005

8-K (Remittance Report)

9-12-2005

8-K (Remittance Report)

10-11-2005

8-K (Remittance Report)

11-10-2005

8-K (Remittance Report)

12-12-2005

 2004-D-F

0001308150

8-K (Remittance Report)

12-10-2004

8-K (Remittance Report)

1-10-2005

10-K (Annual Report)

1-28-2005

15-15D (Suspension of Duty to File)

2-2-2005

 2004-C-A

0001301765

8-K (Remittance Report)

12-10-2004

8-K (Remittance Report)

1-10-2005

10-K (Annual Report)

1-28-2005

15-15D (Suspension of Duty to File)

2-2-2005

 2004-1

0001292113

8-K (Remittance Report)

12-10-2004

8-K (Remittance Report)

1-10-2005

10-K (Annual Report)

1-28-2005

15-15D (Suspension of Duty to File)

2-2-2005

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 2004-B-M

0001286822

8-K (Remittance Report)

12-10-2004

8-K (Remittance Report)

1-10-2005

10-K (Annual Report)

1-28-2005

15-15D (Suspension of Duty to File)

2-2-2005

 2004-A-F

0001279447

8-K (Remittance Report)

12-10-2004

8-K (Remittance Report)

1-10-2005

10-K (Annual Report)

1-28-2005

15-15D (Suspension of Duty to File)

2-2-2005

Table of Contents

 Securitization Program Static Pool
Reporting For Regulation AB

Table of Contents

Table of Contents

I.

Securitization and Static Pool Definitions

II.

Summary Information for Original Pool Characteristics

III.

Distribution of Automobile Loan Contracts by Geographic Location of Obligor

IV.

Distribution of the Automobile Loan Contracts by APR

V.

Credit Bureau Score Distribution

VI.

AmeriCredit (ACF) Custom Score Distribution

VII.

Losses (Liquidated Receivables, Liquidation Proceeds, Net Liquidated Receivables, and Cumulative Net Liquidated Receivables Percentage)

VIII.

Delinquent Contracts (31-60 day delinquency, 61-90 day delinquency and 90+ day delinquency)

Table of Contents

Securitization and Static Pool Definitions

 Securitization Types –

•

Financial Guaranty Insurance transactions – transactions containing a financial guaranty insurance policy that guarantees the timely payment of interest and the ultimate
payment of principal due on the asset backed securities.

•

Senior Subordinate transactions – transactions that contain subordinate asset-backed securities to provide credit enhancement for the senior asset-backed securities. Such
subordinate securities will incur losses before the more senior securities.

 Pre-Funding – The practice of delivering less automobile loan contracts to the Issuing Entity than are initially required for the asset-backed security classes issued by the Issuing Entity at closing with
the intent of delivering the additional required automobile loan contracts within a specified period of time. The proceeds from the pre-funded portion are held in an escrow account until additional automobile loan contracts are delivered to the
Issuing Entity. The use of pre-funded securitizations allows the Sponsor to lock in borrowing costs with respect to the automobile loan contracts subsequently sold/pledged to the Issuing Entity. If all of the monies held in the pre-fund account are
not used to purchase additional automobile loan contracts by the end of the specified period these funds will be used to pay principal on the asset-backed securities.

 Issuing Entity – This column denotes the “name” of the transaction. The naming convention is as follows: The
year (ex. 2001) in which the transaction was completed. For Financial Guaranty Insurance deals, a letter is used to identify the series of the year (e.g.. the first deal of the year is denoted with an A, the second with a B, etc.). All Financial
Guaranty Insurance deals issued prior to 2002-EM were FSA insured transactions. The final letter in the name represents the insurance provider utilized in the transaction (A = Ambac, M = MBIA, F = FSA, X = XL Capital). For Senior Subordinate
transactions, the same naming convention is utilized, however, instead of a letter for the series, the year the transaction is completed is followed by a numerical character (e.g. the first deal of the year is denoted with a 1, the second a 2, etc.)

 Delivery – Pre-funding creates multiple deliveries of
automobile loan contracts to one transaction. This column lists all of the deliveries in date order.

 Cut Date – This column lists the date upon which automobile loan contracts were pledged/sold to the Issuing Entity, thus cash collections from this date forward belong the Issuing Entity. Each Delivery
will have its own Cut Date.

 Close Date – This column lists the
date upon which the actual transfer of automobile loan contracts to the Issuing Entity occurs and funds are released to the Sponsor for such automobile loan contracts. Bondholder interest begins to accrue on this date. Each Delivery will have its
own Close Date.

 Cut DateWAC – This column represents the weighted
average annual percentage rate (APR) of the pool of automobile loan contracts at the Cut Date.

 Original WAM – This column represents the weighted average original maturity of the pool of automobile loan contracts measured in months as of the contract origination date.

 Cut Date WAM – This column represents the weighted average maturity of the pool
of automobile loan contracts measured in months as of the Cut Date.

 Credit
Bureau (“CB”) Score – A statistically based score (sometimes referred to as FICO score) generated by credit reporting agencies. AmeriCredit utilizes TransUnion, Equifax or Experien credit reports depending on the location of the
obligor

 ACF Score – Proprietary credit score, scaled from 135 to
320, developed and utilized by the Sponsor to support the credit approval and pricing process.

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 Insurance Provider – Entity providing the financial guaranty insurance policy on Financial Guaranty
Insurance transactions. Providers utilized are listed below:

 FSA – Financial Security Assurance Inc.

 MBIA
– MBIA Insurance Corporation

 XL – XL Capital
Assurance Inc.

 Ambac – Ambac Assurance Corporation

 OC (Overcollateralization) - A form of credit enhancement that
is created by the delivery of more automobile loan contracts to the Issuing Entity than securities issued by the Issuing Entity. Initial OC – level of overcollateralization required at the initial Close Date. Target OC –
level of overcollateralization required to build in the Issuing Entity prior to the release of any excess cash to the Sponsor.

 Liquidated Receivable - A receivable (i) as to which 90 days have elapsed since the servicer repossessed the financed vehicle provided,
however, that in no case shall 10% or more of a scheduled receivables payment have become 210 or more days delinquent in the case of a repossessed financed vehicle, (ii) as to which the servicer has determined in good faith that all
amounts it expects to recover have been received, (iii) as to which 10% or more of a scheduled receivables payment shall have become 120 or more days delinquent, except in the case of a repossessed financed vehicle, (iv) any cram down loss
associated with such receivable.

 Liquidation Proceeds - With
respect to a Liquidated Receivable, all amounts realized with respect to such receivable, net of (i) reasonable expenses incurred by the servicer in connection with the collection of such receivable and the repossession and disposition of the
financed vehicle and (ii) amounts that are required to be refunded to the obligor on such receivable.

 Net Liquidated Receivables – The positive difference between (i) the aggregate principal balance of all Liquidated Receivables minus (ii) Liquidation Proceeds received with respect to the
Receivables described in clause (i)..

 Delinquent Receivable - A
Receivable with respect to which 10% or more of a scheduled payment is (31-60) days past due or (61-90) days past due or (91+) days past due (excluding (i) receivables which the servicer has repossessed the related financed vehicle and
(ii) receivables which have become Liquidated Receivables).

Table of Contents

Summary Information for Original Pool Characteristics

 Issuing

 Entity

 Delivery

 Cut Date

Pool Assets

 Cut Date

 WAC

 Original

 WAM

 Cut Date

 WAM

CB Score

ACF Score

 Insurance

 Provider

 Initial

 OC

 Target

 OC

 Spread

 %

 Depositor

 Servicer

 Trustee

 Back-up Servicer

Close Date

Count

Balance

Avg

Weighted AVG

Weighted AVG

Table of Contents

Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor in Units

 State

2001-A

2001-1

2001-B

2001-C

2001-D

2002-A

2002-1

2002-B

2002-C

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

%Total

 AK

 AL

 AR

 AZ

 CA

 CO

 CT

 DE

 FL

 GA

 HI

 IA

 ID

 IL

 IN

 KS

 KY

 LA

 MA

 MD

 ME

 MI

 MN

 MO

 MS

 MT

 NC

 ND

 NE

 NH

 NJ

 NM

 NV

 NY

 OH

 OK

 OR

 PA

 RI

 SC

 SD

 TN

 TX

 UT

 VA

 VT

 WA

 WI

 WV

 WY

 Other

 Total

Table of Contents

 Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor in Units

 State

2002-D

2002-EM

2003-AM

2003-BX

2003-CF

2003-DM

2004-AF

2004-BM

2004-1

2004-CA

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

 AK

 AL

 AR

 AZ

 CA

 CO

 CT

 DE

 FL

 GA

 HI

 IA

 ID

 IL

 IN

 KS

 KY

 LA

 MA

 MD

 ME

 MI

 MN

 MO

 MS

 MT

 NC

 ND

 NE

 NH

 NJ

 NM

 NV

 NY

 OH

 OK

 OR

 PA

 RI

 SC

 SD

 TN

 TX

 UT

 VA

 VT

 WA

 WI

 WV

 WY

 Other

 Total

Table of Contents

 Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor in Units

 State

2004-DF

2005-AX

2005-1

2005-BM

2005-CF

Units

% Total

Units

% Total

Units

% Total

Units

% Total

Units

% Total

 AK

 AL

 AR

 AZ

 CA

 CO

 CT

 DE

 FL

 GA

 HI

 IA

 ID

 IL

 IN

 KS

 KY

 LA

 MA

 MD

 ME

 MI

 MN

 MO

 MS

 MT

 NC

 ND

 NE

 NH

 NJ

 NM

 NV

 NY

 OH

 OK

 OR

 PA

 RI

 SC

 SD

 TN

 TX

 UT

 VA

 VT

 WA

 WI

 WV

 WY

 Other

 Total

Table of Contents

 Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor in Dollars

2001-A

2001-1

2001-B

2001-C

2001-D

 State

$

% Total

$

% Total

$

% Total

$

% Total

$

% Total

AK

AL

AR

AZ

CA

CO

CT

DE

FL

GA

HI

IA

ID

IL

IN

KS

KY

LA

MA

MD

ME

MI

MN

MO

MS

MT

NC

ND

NE

NH

NJ

NM

NV

NY

OH

OK

OR

PA

RI

SC

SD

TN

TX

UT

VA

VT

WA

WI

WV

WY

Other

Total

1,400,008,243.02

100.00
%

1,099,999,851.03

100.00
%

1,849,999,033.78

100.00
%

1,599,998,925.53

100.00
%

1,799,999,420.82

100.00
%

2002-A

2002-1

2002-B

2002-C

 State

$

% Total

$

% Total

$

% Total

$

% Total

AK

AL

AR

AZ

CA

CO

CT

DE

FL

GA

HI

IA

ID

IL

IN

KS

KY

LA

MA

MD

ME

MI

MN

MO

MS

MT

NC

ND

NE

NH

NJ

NM

NV

NY

OH

OK

OR

PA

RI

SC

SD

TN

TX

UT

VA

VT

WA

WI

WV

WY

Other

Total

1,599,999,651.04

100.00
%

999,999,733.74

100.00
%

1,199,999,795.93

100.00
%

1,299,999,954.56

100.00
%

Table of Contents

Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor in Dollars

2002-D

2002-EM

2003-AM

2003-BX