UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~ the

Securities Exchange Act of 1934

Date of Report: December 15, 2004

GCO EDUCATION LOAN FUNDING TRUST-I ~~(Exact name of co-registrant as specified in its charter)~~

Delaware		333-102760		51-6535786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact name of co-registrant as specified in its charter)

c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market St., Wilmington, DE 19890-0001 (Address of Principal Executive Offices) (Zip Code)

Delaware	333-102760	51-6535786
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market St., Wilmington, DE 19890-0001
(Address of Principal Executive Offices) (Zip Code)

Co-Registrant'’s telephone number, including area code: (203) 975-6112

Not ~~GMAC Education Loan Funding Trust-I (Former name or former address, if changed since last report)~~ Applicable

~~GCO ELF LLC~~ (~~Exact~~Former name ofor ~~co-registrant~~former asaddress, ~~specified~~if inchanged ~~its~~since ~~charter)~~last report)

GCO ELF LLC

(Exact name of co-registrant as specified in its charter)

Delaware		333-102760-01		22-3891807
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

152 West 57th Street, 60th Floor, New York, NY 10019 ~~(Address of Principal Executive Offices) (Zip Code)~~

~~Co-Registrant's telephone~~(Address ~~number,~~of ~~including~~Principal ~~area~~Executive ~~code:~~Offices) (~~212~~Zip Code) ~~649-9700~~

Co-Registrant’s ~~GMAC~~telephone ~~ELF LLC 1801 California Street~~number, ~~Suite 3900,~~including ~~Denver,~~area COcode: ~~80202~~ (~~Former name or former address, if changed since last report~~212) 649-7000

Not Applicable

(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:

o Written ~~Item~~communications ~~1.01.~~pursuant ~~Entry~~to ~~into~~Rule a425 ~~Material~~under ~~Definitive~~the ~~Agreement.~~ Securities Act

~~On December 15, 2004, GCO ELF LLC and GCO Education Loan Funding Trust-I (the "Trust") entered into a Residual Interest Account Control~~o ~~Agreement~~Soliciting ~~(the~~material ~~"Agreement")~~pursuant ~~with GCO Education Loan Funding Corp. ("GCO"), Citibank, N.A. and Zions First National Bank, as securities intermediary. Pursuant~~ to ~~the~~Rule ~~Agreement,~~14a-12 ~~GCO~~under ~~ELF LLC and~~ the ~~Trust~~ ~~have~~Exchange agreed that funds available for release from the trust estate created by the Indenture dated as of March 1, 2003, between the Trust and Zions First National Bank, as amended and supplemented, that would otherwise be paid to GCO will be paid into the account described in the Agreement. The Agreement was entered into in connection with the change in control transaction described in Item 5.01 below. Act

o Pre-commencement ~~Item~~communications ~~5.01.~~pursuant ~~Change~~to inRule ~~Control~~14d-2(b) ofunder ~~Registrant.~~ the Exchange Act

~~On December 15, 2004, GMAC Commercial Holding Capital Corp. ("GMACCHCC"), the owner of the sole economic membership interest of GMAC ELF LLC ("GMAC ELF"),~~o ~~which is the sponsor of GMAC Education Loan Funding Trust~~Pre-I,commencement ~~entered~~communications ~~into an Asset Purchase Agreement (the "Agreement"),~~ pursuant to ~~which~~Rule ~~it sold its membership interest in GMAC ELF and its ownership interest in GMAC ELF SPC INC., which owns a non~~13e-~~economic special membership interest in GMAC ELF, to GCO Education Loan Funding Corp.~~ 4(~~"GCO"~~c). Asunder ~~a result of~~ the ~~transaction,~~ ~~(a) GCO now owns 100% of the outstanding membership interests (the "Membership Interests") of GMAC ELF and, through GMAC ELF, owns all of the beneficial interest (the "Beneficial~~Exchange Interest" and, together with the Membership Interests, the "Controlling Interest") of GMAC Education Loan Funding Trust-I and (b) GMACCHCC no longer owns any interest in or has any control of GMAC ELF, GMAC ELF SPC INC. or GMAC Education Loan Funding Trust-I (now known, respectively, as GCO ELF LLC, GCO ELF SPC INC. and GCO Education Loan Funding Trust-I). Act

~~The Controlling~~Item ~~Interest and certain other assets owned by GMACCHCC were sold to GCO for cash in the amount of $~~8~~,000,000 (the "Purchase Price")~~. ~~The sources of funds for the Purchase Price were a loan from Citibank, N~~01.A. toOther ~~GCO and a capital contribution to GCO~~Events. ~~The Membership Interests were pledged by GCO to Citibank, N.A. to secure repayment of the loan pursuant to the terms of a Loan and Security Agreement dated December 15, 2004.~~

AsOn December 15, a2004, ~~result~~GCO ofEducation Loan Funding Trust-I (the ~~transaction~~“Trust”) ~~described~~distributed ~~above~~the Noteholders’ Statement, attached to this report as Exhibit 99.1, to the trustee, ~~officers~~Zions ~~and~~First ~~directors~~National Bank, for distribution to Noteholders of record. The ~~GMAC~~Noteholders’ ~~ELF~~Statement reflects ~~resigned~~the ~~their~~Trust’s ~~positions~~activities ~~effective~~for the ~~date~~period ending November 30, 2004, including a statistical summary of the ~~Agreement,~~delinquency asand ~~described~~default incharacteristics of ~~Item~~the ~~5.02~~Trust’s student loan portfolio as of ~~this Report.~~such date.

~~Effective on~~Item ~~December 15,~~9.01. ~~2004,~~Financial ~~the~~Statements ~~limited liability company agreement of GMAC ELF was amended to change the name of GMAC ELF to GCO ELF LLC~~ and ~~to make certain changes related to the sale of the Controlling Interest~~Exhibits. ~~The amendment to limited liability company agreement is filed as an exhibit hereto~~

~~Effective December 15,~~(c) 2004, the trust agreement of GMAC Education Loan Funding Trust-I was amended to change the name of GMAC Education Loan Funding Trust-I to GCO Education Loan Funding Trust-I and to make certain changes related to the sale of the Controlling InterestExhibits. ~~The amendment to the trust agreement is filed as an exhibit hereto.~~

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

24.1	Power of attorney (1)

99.1	November 30, 2004 Statement to Noteholders

As(1) Incorporated aby ~~result~~reference ofto ~~the~~Exhibit ~~sale~~24.2 of to the ~~Controlling~~Co-Registrants ~~Interest~~Registration ~~described~~Statement inon ~~Item~~Form ~~1.01~~S-3, ~~Messrs. Conrad~~Registration JNo. ~~Suszynski and David C. Smith resigned on December 15,~~ ~~2004 as directors of GMAC ELF~~333-102760, ~~and~~filed ~~Messrs.~~January ~~Conrad J. Suszynski and Gene E. Persinger have resigned as the President (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)~~28, ~~respectively, of GMAC ELF~~2003.

Effective December 15, 2004, Stephen Rosenberg and Kenneth C. Rogozinski were appointed as the principal executive officer and the principal financial and accounting officer, respectively, of GCO ELF LLC, and Stephen Rosenberg was elected as the sole director of GCO ELF LLC. Information regarding Mr. Rosenberg and Mr. Rogozinski is provided below. 2

Name and Age		Positions Held		Principal Occupation During Past 5 Years		Position Held Since
Stephen Rosenberg (49)		Director, President		President, Greystone & Co. (investment banking)		Dec. 15, 2004
Kenneth Rogozinski (42)		Vice President		Greystone & Co. (investment banking)		Dec. 15, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be ~~Item~~signed ~~8.01.~~on ~~Other~~its ~~Events~~behalf by the undersigned hereunto duly authorized.

In connection with the matters discussed in Item 5.01 of this Report, effective December 15, 2004 all documents relating to GMAC ELF, GMAC Education Loan Funding Trust-I and GMAC ELF SPC INC. have been amended to delete all references to "GMAC." In this regard, all documents relating to the Series 2003-1 Notes and the Series 2003-2 Notes of the Registrants have been amended to reflect the name changes described in this Report.

	GCO EDUCATION LOAN FUNDING TRUST-I

	By: GCO ELF LLC, as attorney-in-fact of the Co- Registrant

Date: December 29, 2004	By:	/s/ Kenneth C. Rogozinski
		Kenneth C. Rogozinski,
		Vice President

~~Item 9.01. Financial Statements and Exhibits.~~ SIGNATURES

2.1		First Amendment to Limited Liability Company Agreement of GCO ELF LLC.
2.2		First Amendment to Amended and Restated Trust Agreement of GCO Education Loan Funding Trust-I.
24.1		Power of Attorney GCO ELF LLC as attorney in fact for the Trust(1)

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

SIGNATURES

	GCO ELF LLC

Date: December 29, 2004	By:	/s/ Kenneth C. Rogozinski
		Kenneth C. Rogozinski,
		Vice President

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~ 3

	GCO EDUCATION LOAN FUNDING TRUST-I
	By:	GCO ELF LLC, as attorney-in-fact of the Co-Registrant
Date: December 20, 2004	By:	/s/ KENNETH C. ROGOZINSKI Kenneth C. Rogozinski Vice-President

EXHIBIT INDEX

SIGNATURES

Exhibit No.		Description

24.1		Power of attorney (1)

99.1		November 30, 2004 Statement to Noteholders

~~Pursuant~~(1) Incorporated toby ~~the~~reference ~~requirements~~to ofExhibit ~~the~~24.2 ~~Securities Exchange Act of 1934,~~ to the Co-~~Registrant~~Registrants ~~has~~Registration ~~duly~~Statement ~~caused this Report to be signed~~ on ~~its~~Form ~~behalf~~S-3, byRegistration ~~the~~No. ~~undersigned~~333-102760, ~~hereunto~~filed ~~duly~~January 28, ~~authorized~~2003.

		GCO ELF LLC
Date: December 20, 2004		By:		/s/ KENNETH C. ROGOZINSKI Kenneth C. Rogozinski Vice-President

EXHIBIT INDEX

Exhibit No.		Description
2.1		First Amendment to Limited Liability Company Agreement of GCO ELF LLC.
2.2		First Amendment to Amended and Restated Trust Agreement of GCO Education Loan Funding Trust-I.
24.1		Power of Attorney GCO ELF LLC as attorney in fact for the Trust(1)

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