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 July 10, 2025

Anthony R. Cerasoli
President
First National Master Note Trust
First National Funding LLC
1620 Dodge Street
Stop Code 3201
Omaha, Nebraska 68197

 Re: First National Master Note Trust
 First National Funding LLC
 Registration Statement on Form SF-3
 Filed June 13, 2025
 File Nos. 333-288012 and 333-288012-01
Dear Anthony R. Cerasoli:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form SF-3
General

1. Please confirm that the depositor and any issuing entities previously
established,
 directly or indirectly by the depositor or any affiliate of the
depositor have been
 current and timely with Exchange Act reporting during the last twelve
months with
 respect to asset-backed securities involving the same asset class.
Please refer to
 General Instruction I.A.2. of Form SF-3.
2. We note throughout your form of prospectus that you use conditional
and/or future
 language to describe certain structural features, credit enhancement, or
other features
 that may be or will be disclosed under certain circumstances, such as
if so specified
 in the prospectus or that the prospectus will provide certain
disclosure in the
 July 10, 2025
Page 2

 future. For example, your disclosures under the sections entitled
Description of the
 Notes Pay-out Events, Description of the Notes Servicing
Compensation and
 Payment of Expenses, Credit Enhancement, and ERISA
Considerations use this
 language. We also note that recent prospectuses filed pursuant to Rule
424(b) include
 the same conditional and/or future language, but do not appear to
provide deal-
 specific disclosure related to these features. This language appears to
suggest that
 your prospectus is a form of base prospectus where an accompanying
prospectus
 supplement (or additional prospectus) with specific terms related to a
series of notes
 will be included. Please revise as necessary to make clear that your
registration
 statement includes a single form of prospectus. Refer to General
Instruction IV of
 Form SF-3.
3. Relatedly, the registration statement should fully describe the assets,
structural
 features, credit enhancement, or other features reasonably contemplated
at the time of
 effectiveness, except for information that is not known or reasonably
available. See
 Section III.A.3.b. of the 2004 Regulation AB Adopting Release (Release
No. 33-
 8518) (Dec. 22, 2004). Accordingly, such conditional and/or future
language should
 be replaced throughout to include actual descriptions (bracketed if
necessary) of any
 such features reasonably contemplated at present with respect to the
notes to be
 offered through this prospectus, including the material terms of any
derivatives and/or
 other contemplated credit enhancement. Refer, for example, to Items 1114
and 1115
 of Regulation AB and the related instructions. To the extent any such
features are not
 intended to be used, they should be removed.
4. If the structure of any potential derivative agreement, credit
enhancement, or other
 support is not known at this time, please confirm that you will provide
the required
 disclosure about such derivative agreement or credit enhancement, and
file as an
 exhibit the form of such derivative agreement or credit enhancement
agreement, by
 post-effective amendment pursuant to Securities Act Rule 430D(d)(2).
Offered Notes, page 4

5. Please identify the denominations in which the securities will be issued
in the
 prospectus summary. Refer to Item 1103(a)(3)(iv) of Regulation AB.
Structural Summary
Credit Enhancement, page 10

6. We note your disclosure beginning on page 100 about various credit
enhancements
 being considered. For example, your form of prospectus describes having
a letter of
 credit; cash collateral guaranty, cash collateral account or excess
collateral; derivative
 agreements; surety bond or insurance policy; and/or a reserve account.
However, in
 your summary, you only disclose subordination and the spread account as
forms of
 credit enhancement. Please revise your summary to include bracketed
disclosure of
 any credit enhancement or other support for the transaction that is
being reasonably
 contemplated. Please refer to Item 1103(a)(3)(ix) of Regulation AB.
Additionally,
 please file as exhibits to this registration statement forms of the
transaction documents
 related to any derivatives or other credit enhancement reasonably
contemplated at the
 time of effectiveness, as applicable.
 July 10, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at
202-551-3262 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Structured
Finance
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