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

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934
                   For the Fiscal year ended December 31, 2004

                      Commission file number 333-110437-22

                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
                      GMACM Home Equity Loan Trust 2004-HE3

                        State of Incorporation: Delaware
                I.R.S. Employer Identification Number: 41-1955181

                      8400 Normandale Lake Blvd., Suite 250
                          Minneapolis, Minnesota 55437
                                    Telephone

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  periods that the Registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.
Yes    X    No ____.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).
Yes ____ No   X

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of December 31, 2004. Not Applicable


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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., GMACM HOME EQUITY LOAN TRUST 2004-HE3

TABLE OF CONTENTS


PART 1                                                                  PAGE #

Item 1.        Business                                                       3
Item 2.        Properties                                                     3
Item 3.        Legal Proceedings                                              3
Item 4.        Submission of Matters to a Vote of Security Holders            3

PART II

Item 5.        Market for the Registrant's Common Equity and Related          3
               Stockholder Matters
Item 6.        Selected Financial Data                                        3
Item 7.        Management's Discussion and Analysis of Financial              3
               Condition and Results of Operations
Item 7A        Quantitative and Qualitative Disclosures About Market Risk     3
Item 8.        Financial Statements and Supplementary Financial Data          4
Item 9.        Changes in and Disagreements with Accountants on               4
               Accounting and Financial Disclosure
Item 9A.       Controls and Procedures                                        4

PART III

Item 10.       Directors and Executive Officers of the Registrant             4
Item 11.       Executive Compensation                                         4
Item 12.       Security Ownership of Certain Beneficial Owners and            4
               Management
Item 13.       Certain Relationships and Related Transactions                 4
Item 14.       Principal Accountant Fees and Services                         4

PART IV

Item 15.       Exhibits, Financial Statement Schedules and Reports            5

SIGNATURES                                                                    6

EXHIBITS
        Exhibit 31   -       Rule 13a-14(a)/15d-14(a) Certifications
        Exhibit 99.1 -       Annual Statement as to Compliance
        Exhibit 99.2 -       GMAC Mortgage Corporation Independent Auditor's
                             Report on the Uniform Single Audit Program for
                             Mortgage Bankers



                                        2

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PART I

Item 1.        Business

        Information not provided pursuant to no action request.

Item 2.        Properties

        Pursuant  to  no  action  request,  GMAC  Mortgage   Corporation's  (the
        "Servicer")  Annual Statement as to Compliance,  dated March 31, 2005 is
        filed as Exhibit 99.1 under Item 15(a) hereof.

Item 3.        Legal Proceedings

        There are no material pending legal proceedings related to any series of
        Securities  that  involve the  Trustee,  Custodian,  the Servicer or the
        Registrant with respect to any such series.

Item 4.        Submission of Matters to a Vote of Security Holders

        There were no matters submitted to a vote of Security Holders.

PART II

Item 5.        Market for the Registrant's Common Equity and Related Matters.

(a) There is no established public trading market for the Securities.

               The remaining  information is not provided  pursuant to no action
request.

(b) Not applicable.

(c) Not applicable.

Item 6.        Selected Financial Data

        Information not provided pursuant to no action request.

Item 7.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations.

        Information not provided pursuant to no action request.

Item 7A.       Quantitative and Qualitative Disclosures About Market Risk.

        Not applicable.



                                        3

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Item 8.        Financial Statements and Supplementary Financial Data

        See the  Servicer's  Annual  Statement  of  Compliance  that is filed as
        Exhibit  99.1 under Item 15(a)  hereof;  see also report dated March 18,
        2005 prepared by the Servicer's independent  accountant,  concerning the
        Servicer's servicing activities that is filed as Exhibit 99.2 under Item
        15(a) hereof.

Item 9.        Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure

        Not applicable.

Item 9A.       Controls and Procedures.

        Not applicable.

PART III

Item 10.       Directors and Executive Officers of the Registrant

        Information not provided pursuant to no action request.

Item 11.       Executive Compensation

        Information not provided pursuant to no action request.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

        Information required by Item 201(d) of Regulation S-K is not applicable.
        Remaining information not provided pursuant to no action request.

Item 13.       Certain Relationships and Related Transactions

        Information not provided pursuant to no action request.

Item 14.       Principal Accountant Fees and Services.

        Not applicable.


                                        4
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PART IV

Item 15.       Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Exhibit #

        Rule 13a-14(a) Certifications                                   31

        Officer's Annual Compliance Statements                          99.1
        GMAC Mortgage Corporation

        GMAC Mortgage Corporation's Independent Auditor's               99.2
        Report on the Uniform Single Audit Program for Mortgage
        Bankers

        Audited  financial  statements  for the year ended December 31, 2004 for
        Financial Security Assurance Holdings Ltd.*

(b)     Not applicable
(c)     Information not provided pursuant to no action request.



____________________________________________________


        *Incorporated  by  reference  to the  audited  financial  statements  of
        Financial Security Assurance Holdings Ltd. filed with the Securities and
        Exchange Commission on March 30, 2005 as a part of its Annual Report on
        Form 10-K  (Commission  File # 001-12644)  for the  twelve-month  period
        ended December 31, 2004.


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<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereto  duly  authorized,  on this 30th day of
March, 2005.



GMACM HOME EQUITY LOAN TRUST 2004-HE3

        By:       GMAC Mortgage Corporation, as Servicer

        By:       /s/ Frank Ruhl
        Name:     Frank Ruhl
        Title:    Vice President-Investor Reporting


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                                   Exhibit 31


                                  CERTIFICATION


        I, Frank Ruhl, certify that:

        1. I have reviewed  this annual report on Form 10-K,  and all reports on
Form 8-K  containing  distribution  or  servicing  reports  filed in  respect of
periods included in the year covered by this annual report, of GMACM Home Equity
Loan Trust 2004-HE3.

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by this annual report;

        3. Based on my  knowledge,  the  distribution  or servicing  information
required to be provided  to the  trustee by the  servicer  under the pooling and
servicing, or similar,  agreement, for inclusion in these reports is included in
these reports;

        4. I am  responsible  for  reviewing  the  activities  performed  by the
servicer under the pooling and servicing,  or similar,  agreement and based upon
my knowledge and the annual compliance review required under that agreement, and
except as disclosed in the reports,  the servicer has fulfilled its  obligations
under that agreement; and

        5. The reports  disclose all  significant  deficiencies  relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an  independent  public  accountant,  after  conducting  a review in
compliance with the Uniform Single  Attestation  Program for Mortgage Bankers or
similar  procedure,  as set forth in the  pooling  and  servicing,  or  similar,
agreement, that is included in these reports.



Date: March 30, 2005

By:  /s/ Frank Ruhl
Name:  Frank Ruhl
Title: Vice President-Investor Reporting




<PAGE>

                                  Exhibit 99.1


                              OFFICER'S CERTIFICATE

                            GMAC MORTGAGE CORPORATION

        I, William J. Maguire,  hereby certify that I am the duly elected Senior
Vice  President of GMAC Mortgage  Corporation  (the  "Servicer"),  a corporation
organized under the laws of the Commonwealth of  Pennsylvania,  that I have made
such  reasonable  investigation  as I have  deemed  necessary  to  deliver  this
Certificate, including discussions with responsible officers of the Servicer and
further certify to the best of my knowledge as follows:

               1. A review of the activities of the Servicer during the calendar
        year  beginning  January 1, 2004 and ending on  December  31,  2004 (the
        "Calendar Year") and of its performance under the servicing  agreements,
        including  the  servicing  agreement  dated  as of June  30,  2004  (the
        "Servicing  Agreement"),  by and among the Servicer, the Issuer, and the
        Indenture Trustee, has been made under my supervision.

               2. To the  best  of my  knowledge,  based  on  such  review,  the
        Servicer  has  complied  in  all  material  respects  with  the  minimum
        servicing  standards set forth in the Uniform Single Attestation Program
        for Mortgage  Bankers and has fulfilled all of its material  obligations
        in all material respects throughout the Calendar Year.


        Capitalized  terms not defined herein have the meanings set forth in the
Servicing Agreement.

IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed the seal of the
Servicer.

Dated:  March 31, 2005
Re: GMACM Home Equity Loan Trust 2004-HE3



                                     GMAC MORTGAGE CORPORATION



                                     By:    /s/ Willaim J. Maguire
                                            ---------------------------------
                                            Name:   William J. Maguire
                                            Title:  Senior Vice President








<PAGE>



                                  Exhibit 99.2

                         Report of independent auditors



To the Board of Directors and Stockholder
 of GMAC Mortgage Corporation:

We have examined management's  assertion about GMAC Mortgage Corporation and its
subsidiaries'  (the "Company")  compliance with the minimum servicing  standards
identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single
Attestation  Program for Mortgage Bankers ("USAP")  exclusive of standards I.4.,
III.3., III.4., V.3. and V.4.,  (collectively the "Applicable Standards") solely
for the purposes of  servicing  the home equity  loans  underlying  the Consumer
Lending Portfolio as of and for the year ended December 31, 2004 included in the
accompanying management assertion (see Exhibit I).

As the loans applicable to management's  assertion are home equity loans, rather
than first mortgage loans,  certain USAP minimum servicing standards relating to
escrows are not applicable.  Therefore,  USAP minimum servicing  standards I.4.,
III.3., III.4., V.3. and V.4., were not addressed during our examination.

Management is responsible  for the Company's  compliance  with those  Applicable
Standards.   Our  responsibility  is  to  express  an  opinion   exclusively  on
management's  assertion  about  the  entity's  compliance  with  the  Applicable
Standards based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
Applicable  Standards  and  performing  such other  procedures  as we considered
necessary  in the  circumstances.  We believe  that our  examination  provides a
reasonable  basis for our  opinion.  Our  examination  does not  provide a legal
determination on the Company's compliance with the Applicable Standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
Applicable  Standards  solely for the purpose of servicing loans  underlying the
Consumer  Lending  Portfolio  as of and for the year ended  December 31, 2004 is
fairly stated, in all material respects.



/s/PriceWaterhouseCoopers LLP
March 18, 2005


<PAGE>




                  MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE
                      WITH USAP MINIMUM SERVICING STANDARDS



March 18, 2005

AS of and for the year ended December 31, 2004,  GMAC Mortgage  Corporation  and
its subsidiaries (the "Company") have complied in all material respects with the
minimum servicing  standards (the "Standards") set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP").

AS of and for this same  period,  the  Company had in effect  fidelity  bond and
errors and omissions  policies in the amounts of $300,000,000 and  $100,000,000,
respectively.

/ s /  David Applegate
David Applegate
Chief Executive Officer
GMAC Residential Holding Corp.


/ s /  Ralph Hall
Chief Operating Officer
GMAC Residential Holding Corp.


/ s /  Tony Renzi
Executive Vice President,
National Servicing Administration
GMAC Residential  Holding Corp.


/ s /  Jim Hillsman
Chief Financial Officer
GMAC Residential Holding Corp.



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