Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GE CAPITAL CFE INC
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2006
3. Issuer Name and Ticker or Trading Symbol
ROTECH HEALTHCARE INC [ROHI]
(Last)
(First)
(Middle)
C/O GENERAL ELECTRIC CAPITAL CORPORATION, 201 MERRITT 7
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORWALK, CT 06856
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.0001 2,551,156
D (1) (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GE CAPITAL CFE INC
C/O GENERAL ELECTRIC CAPITAL CORPORATION
201 MERRITT 7
NORWALK, CT 06856
    X    
GENERAL ELECTRIC CO
3135 EASTON TURNPIKE
FAIRFIELD, CT 06431
      See footnotes (1) & (2)
GENERAL ELECTRIC CAPITAL SERVICES INC/CT
201 MERRITT 7
NORWALK, CT 06856
      See footnotes (1) & (2)
GENERAL ELECTRIC CAPITAL CORP
201 MERRITT 7
NORWALK, CT 06856
      See footnotes (1) & (2)

Signatures

/s/ Keith Helming, as Vice President of GE Capital CFE, Inc. and General Electric Capital Corporation 05/17/2006
**Signature of Reporting Person Date

/s/ Barbara A. Lane, as attorney-in-fact for General Electric Capital Services, Inc. and General Electric Company 05/17/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) GE Capital CFE, Inc. ("GECFE") directly owns 2,551,156 shares of Common Stock of the issuer, Rotech Healthcare, Inc. General Electric Capital Corporation ("GE Capital") is the parent company of GECFE. General Electric Capital Services, Inc. ("GECS") is the parent company of GE Capital. General Electric Company ("GE") is the parent company of GECS.
(2) Pursuant to Rule 16a-1(4) promulgated under the Securities and Exchange Act of 1934, as amended, each of GE Capital, GECS and GE disclaims beneficial ownership of the Common Stock directly owned by GECFE.

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