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

      For the transition period from               to
                                     -------------    -------------

                      Commission file number: 333-109272-21
                                              -------------


             CWABS, Inc., Asset-Backed Certificates Trust 2004-BC3,
                   Asset-Backed Certificates, Series 2004-BC3
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)


         Delaware                                      95-4596514
-------------------------------           -------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

c/o   Countrywide Home Loans Servicing LP
      4500 Park Granada
      Calabasas, California                               91302
--------------------------------          -------------------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:   (818) 225-3000
                                                      --------------

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

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



<PAGE>


   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. [X] Yes [ ] No

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.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. [X]

   Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  [  ] Yes  [X] No

   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
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<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

                                      * * *


     This Annual Report on Form 10-K (the "Report") is filed with respect to the
trust fund entitled CWABS, Inc., Asset-Backed Certificates Trust 2004-BC3 (the
"Trust Fund") formed pursuant to the pooling and servicing agreement dated as of
July 1, 2004 (the "Pooling and Servicing Agreement") among CWABS, Inc., as
depositor (the "Company"), Countrywide Home Loans, Inc., as seller (the
"Seller"), Countrywide Home Loans Servicing LP, as master servicer (the "Master
Servicer") and The Bank of New York, as trustee (the "Trustee"), for the
issuance of CWABS, Inc., Asset-Backed Certificates, Series 2004-BC3 (the
"Certificates"). Certain information otherwise required to be included in this
Report by the Instructions to Form 10-K has been omitted in reliance on the
relief granted by the Commission to other companies in similar circumstances, in
particular, the relief granted in CWMBS, Inc. (February 3, 1994) (collectively,
the "Relief Letters").




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<PAGE>


                                     PART I


Item 1.     Business.

            Not applicable.  See the Relief Letters.

Item 2.     Properties.

            Not applicable.  See the Relief Letters.

Item 3.     Legal Proceedings.

            There were no material pending legal proceedings relating to the
            Trust Fund to which any of the Trust Fund, the Trustee, the Master
            Servicer or the Company was a party or of which any of their
            respective properties was the subject during the fiscal year covered
            by this Report other than ordinary routine litigation incidental to
            the duties of the Trust Fund, the Trustee, the Master Servicer or
            the Company, nor is the Company aware of any such proceedings
            contemplated by governmental authorities.

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

            No matter was submitted to a vote of Certificateholders, and no
            Certificateholder consent was solicited during the fiscal year
            covered by this Report.


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<PAGE>

                                     PART II


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

            (a)   Item 201 of Regulation S-K:

                i.  Market Information. There is no established public trading
                    market for the Certificates.

               ii.  Holders.  As of December 31, 2004 there were less than 300
                    holders of record of the Certificates.

              iii.  Dividends. Not applicable. See the Relief Letters.
                    (Information as to distributions to Certificateholders is
                    provided in the Registrant's monthly filings on Form 8-K.)

               iv.  Securities Authorized for Issuance Under Equity
                    Compensation Plans.
                    Not applicable.

                  Item 701 of Regulation S-K.  Not applicable.

            (b)   Rule 463 of the Securities Act of 1933. Not applicable.

            (c)   Item 703 of Regulation S-K. Not applicable as the Registrant
                  has no class of equity securities registered pursuant to
                  section 12 of the Securities Exchange Act of 1934.

Item 6.     Selected Financial Data.

            Not applicable.  See the Relief Letters.

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

            Not applicable.  See the Relief Letters.

Item 7A     Quantitative and Qualitative Disclosures about Market Risk.

            Not applicable.

Item 8.     Financial Statements and Supplementary Data.

            Not applicable.  See the Relief Letters.


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<PAGE>

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

            None.

Item 9A.    Controls and Procedures.

            Not applicable. The Registrant is an Asset-Backed Issuer (as defined
            in Exchange Act Rule 15d-14(g)) and is therefore not required to
            disclose information under Item 307 of Regulation S-K. See Item 307
            of Regulation S-K and Exchange Act Rule 15d-15(a). The Registrant is
            an Asset-Backed Issuer (as defined in Exchange Act Rule 15d-14(g))
            and is therefore not required to disclose information under Item 308
            of Regulation S-K. See Instruction 2 to Item 308 of Regulation S-K
            and Exchange Act Rule 15d-15(a).


Item 9B.    Other Information.

            None.



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<PAGE>


                                    PART III


Item 10.    Directors and Executive Officers of the Registrant.

            Not applicable.  See the Relief Letters.

Item 11.    Executive Compensation.

            Not applicable.  See the Relief Letters.

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

            Information required by Item 201(d) of Regulation S-K: Not
            applicable.

            Information required by Item 403 of Regulation S-K:

            (a)   Not applicable. See the Relief Letters.

            (b)   Not applicable. See the Relief Letters.

            (c)   Not applicable. See the Relief Letters.

Item 13.    Certain Relationships and Related Transactions.

            Not applicable.  See the Relief Letters.

Item 14.    Principal Accounting Fees and Services.

            Not applicable. The Registrant is an Asset-Backed Issuer (as defined
            in Exchange Act Rule 15d-14(g)) and is therefore not required to
            disclose this information. See Instructions to Item 14.



                                       7
<PAGE>


                                     PART IV


Item 15.    Exhibits and Financial Statement Schedules.

            (a)   (1)   Pursuant to the Pooling and Servicing Agreement, the
                        Master Servicer is required (i) to deliver an annual
                        statement as to compliance with the provisions of the
                        Pooling and Servicing Agreement and certain other
                        matters (the "Annual Statement of the Master
                        Servicer") and (ii) to cause a firm of independent
                        public accountants to deliver an annual report as to
                        compliance with the servicing provisions of the
                        Pooling and Servicing Agreement (the "Annual Report of
                        the Firm of Accountants"). The Annual Statement of the
                        Master Servicer is attached as Exhibit 99.1 to this
                        Report. The Annual Report of the Firm of Accountants
                        is attached as Exhibit 99.2 to this Report. See Relief
                        Letters.

                  (2)   Not applicable.

                  (3)   The required exhibits are as follows:

                        o   Exhibit 3(i): Copy of Company's Certificate of
                            Incorporation (Filed as an Exhibit to Registration
                            Statement on Form S-3 (File No. 33-11095)).

                        o   Exhibit 3(ii): Copy of Company's By-laws (Filed as
                            an Exhibit to Registration Statement on Form S-3
                            (File No. 33-11095)).

                        o   Exhibit 4: Pooling and Servicing Agreement (Filed as
                            part of the Registrant's Current Report on Form
                            8-K/A filed on August 30, 2004).

                        o   Exhibit 31:  Rule 15d-14(a) Certification.

                        o   Exhibit 99.1:  Annual Statement of the Master
                            Servicer.

                        o   Exhibit 99.2:  Annual Report of the Firm of
                            Accountants.

            (b)   See subparagraph (a)(3) above.

            (c)   Not applicable. See the Relief Letters.




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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, thereunto duly authorized.

                              CWABS, INC.,
                              ASSET-BACKED CERTIFICATES TRUST 2004-BC3,
                              ASSET-BACKED CERTIFICATES, SERIES 2004-BC3

                              By:  Countrywide Home Loans Servicing LP,
                                   as Master Servicer*

                              By:  Countrywide GP, Inc.


                              By:  /s/ Joseph M. Candelario
                                   ---------------------------
                                   Name:  Joseph M. Candelario
                                   Title:  First Vice President

                              Date: March 29, 2005









--------------

*     This Report is being filed by the Master Servicer on behalf of the Trust
      Fund. The Trust Fund does not have any officers or directors.




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<PAGE>



      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.

      No such annual report, proxy statement, form of proxy or other soliciting
material has been, or will be, sent to Certificateholders. See the Relief
Letters.



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<PAGE>

                                 EXHIBIT INDEX



Exhibit     Document
-------     --------


3(i)        Company's Certificate of Incorporation (Filed as an Exhibit to
            Registration Statement on Form S-3 (File No. 33-11095))*

3(ii)       Company's By-laws (Filed as an Exhibit to Registration Statement on
            Form S-3 (File No. 33-11095))*

4           Pooling and Servicing Agreement (Filed as part of the Company's
            Current Report on Form 8-K/A filed on August 30, 2004)*

31          Rule 15d-14(a) Certification

99.1        Annual Statement of the Master Servicer

99.2        Annual Report of the Firm of Accountants












------------------

*     Incorporated herein by reference.


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