SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) August 5, 2009

GE Dealer Floorplan Master Note Trust
CDF Funding, Inc.
GE Commercial Distribution Finance Corporation

(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)

Delaware

(State or Other Jurisdiction of Incorporation


333-130782		20-1060484 (CDF Funding, Inc.)

(Commission File Number)		(I.R.S. Employer Identification No.)

5595 Trillium Boulevard, Hoffman Estates, Illinois		60192

(Address of Principal Executive Offices)		(Zip Code)

(847) 747-4043

(Registrant’s Telephone Number, Including Area Code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-1.1
EX-1.2
EX-4.1
EX-4.2
EX-10.1

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

The following material definitive agreements and amendments to material definitive agreements were entered into:

1. Underwriting Agreement, dated August 5, 2009 (“Underwriting Agreement”), among CDF Funding, Inc., General Electric Capital Corporation (“GE Capital”) and Banc of America Securities LLC (“BAS”).

2. Terms Agreement (Series 2009-1), dated August 5, 2009 (“2009-1 Terms Agreement”), among CDF Funding, Inc., GE Capital and BAS.

3. Supplement No. 11 to Master Indenture, dated as of August 5, 2009 (“Supplement No. 11 to Master Indenture”), between the Trust and the Indenture Trustee.

4. First Amendment to Administration Agreement, dated as of August 5, 2009 (“First Amendment to Administration Agreement”), between GE Capital and the Trust.

The Registrant is also filing a Form of Series 2009-1 Indenture Supplement, to be dated as of August 13, 2009 (“Form of Series 2009-1 Supplement”), between GE Dealer Floorplan Master Note Trust (the “Trust”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits


Exhibit No.		Document Description
1.1		Underwriting Agreement

1.2		2009-1 Terms Agreement

4.1		Form of Series 2009-1 Supplement

4.2		Supplement No. 11 to Master Indenture

10.1		First Amendment to Administration Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CDF FUNDING, INC. (Registrant)
Dated: August 10, 2009	By:	/s/ John E. Peak
	Name:	John E. Peak
	Title:	Vice President

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CDF Funding, Inc. 8-K