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



                                          FORM 10-K


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2004

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      Commission File Number:  333-89322-06


        Banc of America Commercial Mortgage Inc.
        Commercial Mortgage Pass-Through Certificates
        Series 2004-3

     (Exact name of registrant as specified in its charter)


   New York                                         54-2157772
  (State or other jurisdiction of                   54-6621672
  incorporation or organization)                    54-2157770
                                                    54-2157771
                                                    (I.R.S. Employer
                                                    Identification Nos.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  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 period
  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 ( 229.405 of this chapter) 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.

        Not applicable.


  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 computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

        Not applicable.


     Documents Incorporated by Reference

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.
  annual report to security holders for fiscal year ended December 24, 1980).

        Not applicable.

                          Introductory Note

  This Annual Report on Form 10-K is prepared in reliance on the no-action
  letter dated March 26, 1993 issued by the Securities and Exchange Commission
  to Nomura Asset Securities Corporation.

                                   PART I

  Item 1.  Business.

            Omitted.

  Item 2.  Properties.

            Not applicable.


  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trust created under the Pooling and Servicing
            Agreement (the Trust), the Trustee, the Master Servicer, the
            Special Servicer or the registrant with respect to the Trust
            other than routine litigation incidental to the duties of the
            respective parties.


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

            None.


                                PART II

  Item 5.  Market for registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities.

            No established public trading market for the Certificates exists.

            Records provided to the Trust by the DTC and the Trustee
            indicate that as of December 31, 2004, the total number of holders
            of record for the Series of Certificates is 45.


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


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

            Not applicable.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


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

            None.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors and Executive Officers of the Registrant.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.


  Item 12. Security Ownership of Certain Beneficial Owners and Management.

            Not applicable.

  Item 13. Certain Relationships and Related Transactions.

            Not applicable.


  Item 14. Principal Accounting Fees and Services.

            Not applicable.


                                PART IV

  Item 15. Exhibits, Financial Statement Schedules.

   (a) The following is a list of documents filed as part of this Annual
          Report on Form 10-K:

     (4.1) Pooling and Servicing Agreement (filed as an exhibit to Form
           8-K on July 28, 2004).

     (31.1) Rule 13a-14(a)/15d-14(a) Certification.

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities for the year ended December 31, 2004.
      <TABLE>
      
         <c>
      a) Bank of America, N.A., as Master Servicer <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
      </TABLE>

     (99.2) Annual Statements of Compliance under the Pooling and Servicing
            Agreement for the year ended December 31, 2004.
       <TABLE>
      
         <c>
      a) Bank of America, N.A., as Master Servicer <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
      </TABLE>

     (99.3) Schedule of Year-To-Date Principal and Interest Distributions to
            Certificateholders.

    (b) The exhibits required to be filed by Registrant pursuant to Item 601
     of Regulation S-K are listed above and in the Exhibit Index that
     immediately follows the signature page hereof.

    (c) Not Applicable.


                                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, thereunto duly authorized:



    Banc of America Commercial Mortgage Inc.
    Commercial Mortgage Pass-Through Certificates
    Series 2004-3
    (Registrant)

  Banc of America Commercial Mortgage Inc., as Depositor

  By:  Stephen L. Hogue, Vice President

  By: /s/ Stephen L. Hogue, Vice President

  Dated:  March 29, 2005

  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
  SECURITIES PURSUANT TO SECTION 12 OF THE ACT.


  (a)(i) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(ii) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.



  Exhibit Index

  Exhibit No.

     (4.1) Pooling and Servicing Agreement (filed as an exhibit to Form
           8-K on July 28, 2004).

     (31.1) Rule 13a-14(a)/15d-14(a) Certification.

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities for the year ended December 31, 2004.
      <TABLE>
      
         <c>
      a) Bank of America, N.A., as Master Servicer <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
     </TABLE>

     (99.2) Annual Statements of Compliance under the Pooling and Servicing
            Agreement for the year ended December 31, 2004.
     <TABLE>
      
         <c>
      a) Bank of America, N.A., as Master Servicer <F1>
      b) Midland Loan Services, Inc., as Special Servicer <F1>
     </TABLE>

     (99.3) Schedule of Year-To-Date Principal and Interest Distributions to
            Certificateholders.

       Exhibit 31.1

                                  Certification


  I, George G. Ellison, a Senior Vice President of Banc of America Commercial
  Mortgage Inc., certify that:

  1. I have reviewed this annual report on Form 10-K, and all reports on
     Form 8-K containing distribution date reports filed in respect of
     periods included in the year covered by this annual report, of the
     Trust formed pursuant to the Pooling and Servicing Agreement (the
     ("Pooling and Servicing Agreement") dated as of July 1, 2004 among
     Banc of America Commercial Mortgage Inc., as Depositor, Bank of
     America, N.A., as Master Servicer, Midland Loan Services, Inc., as Special
     Servicer, and Wells Fargo Bank, N.A., as Trustee and REMIC Administrator;

  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 Master Servicer and the Special
     Servicer under the Pooling and Servicing Agreement for inclusion in these
     reports is included in these reports;

  4. Based on my knowledge and upon the annual compliance statements included
     in the report and required to be delivered to the Trustee in accordance
     with the terms of the Pooling and Servicing Agreement, and except as
     disclosed in the report, the Master Servicer and Special Servicer have
     fulfilled their obligations under the Pooling and Servicing Agreement;
     and

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

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Midland Loan Services,
Inc., as Special Servicer and Sub-Servicer, Wells Fargo Bank, N.A., as Trustee
and REMIC Administrator, Financial Federal Savings Bank, as Sub-Servicer,
Collateral Mortgage Capital, LLC, as Sub-Servicer, and Laureate Capital LLC,
as Sub-Servicer.


                                          By: /s/ George G. Ellison
                                          Name:  George G. Ellison
                                          Title: Senior Vice President
                                          Dated: March 29, 2005


  EX-99.1 (a)

PRICEWATERHOUSECOOPERS(logo)


   PricewaterhouseCoopers LLP
   214 N. Tryon Street
   Ste 3600
   Charlotte NC 28202
   Telephone (704) 344 7500
   Facsimile (704) 344 4100


   Report of Independent Accountants




   To the Board of Directors and Shareholders of
   Bank of America, N.A. Capital Markets Servicing Group:



   We have examined management's assertion about Bank of America, N.A.'s Capital
   Markets Servicing Group (CMSG), as master servicer, compliance with the
   minimum servicing standards identified in the Mortgage Bankers Association of
   America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as
   of and for the year ended December 31, 2004, included in the accompanying
   management assertion (see Exhibit I), except as that assertion relates to
   minimum servicing standards I.4, II, III.2, III.3, III.4, III.6, V and VI,
   for which primary servicing of loans is performed by subservicers. Management
   is responsible for CMSG's compliance with those minimum servicing standards.
   Our responsibility is to express an opinion on management's assertion about
   CMSG's compliance, as master servicer, except as that assertion relates to
   the minimum servicing standards I.4, II, III.2,III.3, III.4, III.6, V and VI,
   for which primary servicing of loans is performed by subservicers, 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 CMSG's compliance with the minimum
   servicing standards and performing such other procedures as we considered
   necessary in the circumstances. The primary servicing of loans in this
   portfolio is performed by subservicers on behalf of CMSG. Consequently, we
   did not perform procedures regarding the minimum servicing standards I.4, II,
   III.2, III.3, III.4, III.6, V, and VI. We believe that our examination
   provides a reasonable basis for our opinion. Our examination does not provide
   a legal determination on CMSG's compliance with the minimum servicing
   standards.

   In our opinion, management's assertion that CMSG, as master servicer,
   complied with the aforementioned minimum servicing standards as of and for
   the year ended December 31, 2004, is fairly stated, in all material respects,
   except as that assertion relates to minimum servicing standards I.4, II,
   III.2, III.3, III.4, III.6, V, and VI, for which the primary servicing of
   loans is performed by subservicers and as noted in the accompanying
   management assertion.


   /s/ PricewaterhouseCoopers LLP



   March 10, 2005




Exhibit I


Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards



 March 10, 2005


As of and for the year ended December 31, 2004, Bank of America, N.A. Capital
Markets Servicing Group (CMSG) has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP), except
for minimum servicing standards I.4, II, III.2, III.3, III.4, III.6, V and VI,
for which primary servicing of loans is performed by subservicers.




As of and for this same period, Bank of America, N.A. had in effect a fidelity
bond and errors and omissions policy in the amounts of $325,000,000 and
$180,000,000, respectively.





/s/ Sean D. Reilly
Sean D. Reilly
Principal - Commercial Loans Site Manager


/s/ H. Michael Lumadue
H. Michael Lumadue
Vice President




  EX-99.1 (b)

(logo)Deloitte

Deloitte & Touche LLP
Suite 400
1010 Grand Boulevard
Kansas City, MO 64106-2232
USA
Tel: +1 816 474 6180
www.deloitte.com


INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors
The PNC Financial Services Group, Inc.


We have examined management's assertion that Midland Loan Services, Inc. (MLS),
an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc.,
has complied as of and for the year ended December 31, 2004 with its established
minimum servicing standards described in the accompanying report titled
Management's Assertion dated February 15, 2005. Management is responsible for
MLS's compliance with those minimum servicing standards. Our responsibility is
to express an opinion on management's assertion about MLS's compliance based on
our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about MLS's
compliance with its minimum servicing 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 MLS's compliance with its minimum servicing
standards.


In our opinion, management's assertion that MLS complied with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2004 is
fairly stated, in all material respects, based on the criteria set forth in
Appendix I.



/s/ Deloitte & Touche LLP

February 15, 2005





Member of
Deloitte Touche Tohmatsu




MIDLAND LOAN SERVICES


APPENDIX I MLS's MINIMUM SERVICING STANDARDS


I. CUSTODIAL BANK ACCOUNTS

   1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts. These reconciliations
      shall:

      * be mathematically accurate;
      * be prepared within forty-five (45) calendar days after the cutoff date;
      * be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
      * document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

   2. Funds of the servicing entity shall be advanced in cases where there is an
      overdraft in an investor's or a mortgagor's account.

   3. Each custodial account shall be maintained at a federally insured
      depository institution in trust for the applicable investor.

   4. Escrow funds held in trust for a mortgagor shall be returned to the
      mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. MORTGAGE PAYMENTS

    1. Mortgage payments shall be deposited into the custodial bank accounts and
       related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar
        days prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late
        payment was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING

    1. The servicing entity's investor reports shall agree with, or reconcile
       to, investors' records on a monthly basis as to the total unpaid
       principal balance and number of loans serviced by the servicing entity.

V.  MORTGAGOR LOAN ACCOUNTING

    1. The servicing entity's mortgage loan records shall agree with, or
       reconcile to, the records of mortgagors with respect to the unpaid
       principal balance on a monthly basis.

    2. Adjustments on ARM loans shall be computed based on the related mortgage
       note and any ARM rider.

    3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
       loan documents, on at least an annual basis.

VI. INSURANCE POLICIES

    1. A fidelity bond and errors and omissions policy shall be in effect on the
       servicing entity throughout the reporting period in the amount of
       coverage represented to investors in management's assertion.


(logo) MIDLANDLOANSERVICES



Management's Assertion


As of and for the year ended December 31, 2004, Midland Loan Services, Inc.
(MLS), an indirect wholly-owned subsidiary of The PNC Financial Services Group,
Inc. (PNC), has complied, in all material respects, with MLS's established
minimum servicing standards for commercial loans and multifamily servicing as
set forth in Appendix I (the "Standards"). The standards are based on the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, modified to address the unique characteristics of commercial
loans and multifamily servicing.

As of and for this same period, MLS was covered by PNC's fidelity bond in the
amount of $200,000,000 and an errors and omissions policy in an amount of at
least $25,000,000.



MIDLAND LOAN SERVICES, INC.



/s/ Douglas D. Danforth
Douglas D. Danforth
CEO/President

/s/ Steven W. Smith
Steven W. Smith
COO/Executive
Vice President

/s/ Dave Bodi
Dave Bodi
COO/Executive
Vice President


February 15, 2005




A Member of the PNC Financial Services Group
10851 Mastin P.O. Box 25965 Shawnee Mission Kansas 66225-5965
www.midlandls.com 913 253 9000 T 913 253 9709 F




MIDLAND LOAN SERVICES


APPENDIX I MLS's MINIMUM SERVICING STANDARDS


I. CUSTODIAL BANK ACCOUNTS

   1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts. These reconciliations
      shall:

      * be mathematically accurate;
      * be prepared within forty-five (45) calendar days after the cutoff date;
      * be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
      * document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

   2. Funds of the servicing entity shall be advanced in cases where there is an
      overdraft in an investor's or a mortgagor's account.

   3. Each custodial account shall be maintained at a federally insured
      depository institution in trust for the applicable investor.

   4. Escrow funds held in trust for a mortgagor shall be returned to the
      mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. MORTGAGE PAYMENTS

    1. Mortgage payments shall be deposited into the custodial bank accounts and
       related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar
        days prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late
        payment was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING

    1. The servicing entity's investor reports shall agree with, or reconcile
       to, investors' records on a monthly basis as to the total unpaid
       principal balance and number of loans serviced by the servicing entity.

V.  MORTGAGOR LOAN ACCOUNTING

    1. The servicing entity's mortgage loan records shall agree with, or
       reconcile to, the records of mortgagors with respect to the unpaid
       principal balance on a monthly basis.

    2. Adjustments on ARM loans shall be computed based on the related mortgage
       note and any ARM rider.

    3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
       loan documents, on at least an annual basis.

VI. INSURANCE POLICIES

    1. A fidelity bond and errors and omissions policy shall be in effect on the
       servicing entity throughout the reporting period in the amount of
       coverage represented to investors in management's assertion.





  EX-99.2 (a)

Bank of America N.A.
900 West Trade Street
Suite 650
NC1-026-06-01
Charlotte, NC 28255
www.bankamerica.com



ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE



Re: Banc of America Commercial Mortgage Inc.
    Commercial Mortgage Pass-Through Certificates
    Series 2004-3




In connection with the above-referenced transaction the undersigned officer, on
behalf of Bank of America, N.A., hereby certifies that (i) a review of the
activities for the period ending December 31, 2004 and of its performance under
the Sub-Servicing Agreement and the Pooling and Servicing Agreement dated as of
July 1, 2004 have been made under my supervision; (ii) to the best of my
knowledge, based on such review, Bank of America has fulfilled all of its
obligations under the agreements in all material respects throughout the
aforementioned period; and (iii) Bank of America has received no notice
regarding qualification, or challenging the status, of any portion of the Trust
fund as a REMIC for the Internal Revenue Service or any other governmental
agency or body.




Bank of America, N.A.




/s/ Sean D. Reilly
Sean D. Reilly
Principal


/s/ H. Michael Lumadue
H. Michael Lumadue
Vice President




  EX-99.2 (b)

(logo) MIDLANDLOANSERVICES

March 8, 2005

Ms. Jennifer Richardson
Wells Fargo Bank, N.A.
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD
USA 21045-1951

VIA UPS
(410) 884-2194

Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-
Through Certificates, Series 2004-3
Pooling and Servicing Agreement

OFFICER'S CERTIFICATE

Pursuant to the requirements of that certain Pooling and Servicing
Agreement governing the referenced Trust (the "PSA"), it is hereby
certified that (i) the undersigned has completed a review of the
servicer's performance of its obligations under the PSA for the preceding
calendar year; (ii) to the best of the undersigned's knowledge on the
basis of that review the servicer has fulfilled all of its obligations
under the PSA throughout such period in all material respects; (iii) to
the best of the undersigned's knowledge, the subservicer, of the servicer
under the PSA, if any, has fulfilled its obligations under its
sub-servicing agreement in all material respects; and, (iv) no notice has
been received from any governmental agency or body which would indicate a
challenge or question as to the status of the Trust's qualification as a
REMIC under the U.S. Code.


/s/ Steven W. Smith        3/8/05
Steven W. Smith            Date
Executive Vice President





A member of The PNC Financial Services Group
10851 Mastin Suite 300 Overland Park Kansas 66210
www.midlandls.com



  Ex-99.3


   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                              Interest             Principal               Losses             Ending Balance
   
                       <c>                    <c>                  <c>                 <c>
   A-1                              267,614.94          3,643,693.53                 0.00              19,356,306.47
   A-1A                           6,158,551.68            773,773.65                 0.00             283,385,292.35
   A-2                              615,966.65                  0.00                 0.00              34,000,000.00
   A-3                            2,539,062.50                  0.00                 0.00             125,000,000.00
   A-4                            2,372,333.35                  0.00                 0.00             110,000,000.00
   A-5                            9,345,395.62                  0.00                 0.00             414,397,485.00
   B                                657,895.15                  0.00                 0.00              28,879,200.00
   C                                263,158.05                  0.00                 0.00              11,551,680.00
   CC-A                              48,745.42             10,802.47                 0.00               2,004,490.53
   CC-B                              98,145.08             23,996.86                 0.00               4,452,824.14
   CC-C                              80,612.90             20,279.05                 0.00               3,762,949.96
   CC-D                             147,859.84             33,798.39                 0.00               6,271,583.60
   CC-E                              98,653.45             23,658.88                 0.00               4,390,108.12
   CC-F                              99,517.44             21,470.51                 0.00               3,984,037.49
   D                                559,210.86                  0.00                 0.00              24,547,319.00
   E                                263,158.05                  0.00                 0.00              11,551,680.00
   F                                361,842.34                  0.00                 0.00              15,883,560.00
   G                                263,158.05                  0.00                 0.00              11,551,680.00
   H                                361,842.34                  0.00                 0.00              15,883,560.00
   J                                 92,088.55                  0.00                 0.00               4,331,880.00
   K                                122,784.75                  0.00                 0.00               5,775,840.00
   L                                122,784.75                  0.00                 0.00               5,775,840.00
   M                                 92,088.55                  0.00                 0.00               4,331,880.00
   N                                 61,392.35                  0.00                 0.00               2,887,920.00
   O                                 61,392.35                  0.00                 0.00               2,887,920.00
   P                                398,954.92                  0.00                 0.00              18,771,480.00
   R-I                                    0.00                  0.00                 0.00                       0.00
   R-II                                   0.00                  0.00                 0.00                       0.00
   SS-A                              84,385.04                  0.00                 0.00               3,254,968.00
   SS-B                              71,688.88                  0.00                 0.00               2,326,617.00
   SS-C                             107,533.32                  0.00                 0.00               3,489,925.00
   SS-D                             143,377.78                  0.00                 0.00               4,653,234.00
   UH-A                             273,663.09             76,620.16                 0.00              11,999,826.83
   UH-B                             201,389.77             55,893.61                 0.00               8,753,747.39
   UH-C                              71,209.34             19,603.43                 0.00               3,070,181.56
   UH-D                             222,863.74             60,244.57                 0.00               9,435,171.43
   UH-E                             120,180.76             31,939.20                 0.00               5,002,140.80
   UH-F                             151,329.29             39,549.97                 0.00               6,194,099.02
   UH-G                             158,042.28             40,298.03                 0.00               6,311,253.97
   UH-H                             128,312.34             31,939.20                 0.00               5,002,140.80
   UH-J                             450,593.35            107,067.27                 0.00              16,768,282.73
   X                              1,296,301.76                  0.00                 0.00           1,150,750,522.82
   </TABLE>