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

                                    FORM 10-K


[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                For the fiscal period ended December 31, 2005

                                       OR

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

                      Commission File Number 333-101904-03

                            GS AUTO LOAN TRUST 2005-1
                       (Issuer with Respect to the Notes)

                  GOLDMAN SACHS ASSET BACKED SECURITIES CORP.
             (Exact Name of Registrant as Specified in its Charter)

       State of Delaware                             51-6566862, 02-0678069
 (State or Other Jurisdiction of                          (IRS Employer
  Incorporation or Organization)                        Identification No.)

         85 Broad Street
        New York, NY                                       10004
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code :  (212) 902-1000

The following securities were issued by GS Auto Loan Trust 2005-1:
        $306,000,000 Class A-1 3.8484% Asset Backed Notes
        $372,061,000 Class A-2 4.32% Asset Backed Notes
        $396,354,000 Class A-3 4.45% Asset Backed Notes
        $110,594,000 Class A-4 4.56% Asset Backed Notes
        $ 42,793,000 Class B   4.62% Asset Backed Notes
        $ 42,792,000 Class C   4.98% Asset Backed Notes
        $ 20,408,000 Class D Zero Coupon Asset Backed Notes
  (Title of each class of securities covered by this Form)

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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes [ ]  No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]   No [X]

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. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

Indicate by check mark whether the  registrant is a shell company (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:  None


<PAGE>

                                     PART I

Item 1.  BUSINESS

     This Annual Report on Form 10-K (the  "Report") is filed with respect to GS
Auto Loan Trust 2005-1 (the "Trust"), a Delaware statutory trust formed pursuant
an Amended  and  Restated  Trust  Agreement,  dated as of August 19,  2005  (the
"Trust  Agreement"), between  Goldman Sachs Asset Backed  Securities  Corp. (the
"Depositor")  and  Wilmington  Trust  Company,  as  owner  trustee  (the  "Owner
Trustee").  The Trust issued  $1,291,002,000  in aggregate  principal  amount of
asset-backed  notes,  classes  A-1,  A-2,  A-3,  A-4,  B, C and D (the  "Notes")
pursuant to an Indenture, dated as of August 19, 2005 (the "Indenture"), between
the Trust and JPMorgan Bank,  National  Association,  as indenture  trustee (the
"Indenture Trustee").

Item 2.  PROPERTY

     The  principal  assets  of the  Trust  are a pool of motor  vehicle  retail
installment  sales contracts and loans (the  "Receivables")  that are secured by
new and used automobiles and lightduty trucks.  Selected  information related to
the  Receivables,  including  the  number  and  aggregate  principal  amount  of
delinquent  Receivables,  and information  relating to the delinquency rates and
net losses on the  Receivables at and for the year ending  December 31, 2005, is
set forth in Tables 1 and 2 below:

Table 1. Selected Information Related to the Receivables.

Beginning Pool Balance (receivables balance
as of August 2005 collection period)                    $ 1,316,680,348.05

Ending Pool Balance (receivables balance as of
December 2005 collection period)                        $ 1,076,859,595.31

Change in Pool Balance (from
August 2005 to December 2005 collection periods)        $   239,820,752.74

Total Principal Losses                                  $     7,550,835.30

Total Recovery and Net Liquidation Proceeds             $     2,620,613.14

Total Net Losses                                        $     4,930,222.16

Table 2. Delinquency Information Related to the Receivables

Number of Delinquent Receivables as of end
of December 2005 Collection Period
        30 - 59 days                                    518
        60 - 89 days                                    121
        90 + days                                       106

Total Delinquent Receivables                            745

Repossessions                                           82
Total Delinquencies and Repossessions                   827

Principal Balance of Delinquent Receivables as
of end of December 2005 Collection Period
        30 - 59 days                                   $ 8,796,720.01
        60 - 89 days                                   $ 2,060,891.19
        90 + days                                      $ 1,825,863.83

Total Delinquent Receivables                           $12,683,475.03

Repossessions                                          $ 1,674,569.53
Total Delinquencies and Repossessions                  $14,358,044.56

Delinquent Receivables Percentage (as a
percentage of receivable balance as of end of
December 2005 Collection Period)
        30 - 59 days                                    0.82%
        60 - 89 days                                    0.19%
        90 + days                                       0.17%

Total Delinquent Receivables                            1.18%

Repossessions                                           0.16%
Total Delinquencies and Repossessions                   1.33%

Item 3.  LEGAL PROCEEDINGS

     The Registrant is not aware of any material legal  proceeding  with respect
to the  Trust,  or to the  extent  relating  to the Trust,  the  Depositor,  the
Indenture Trustee,  Goldman Sachs Mortgage Company (the "Servicer") or the Owner
Trustee,  which were  pending  at  December  31,  2005 or as of the date of this
report.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No votes or consents of holders of the Notes were solicited during the 2005
fiscal year for any purpose.


                                    PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

     There are 66 (sixty-six) holders of the notes issued by the Trust. There is
no principal market in which the notes are traded.

Item 6.  SELECTED FINANCIAL DATA

         Not applicable.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Not applicable.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Not applicable.

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.



<PAGE>

                                    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

         None.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

         Not applicable.


                                    PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a) (1) Not applicable.

            (2) Not applicable.

            (3) The exhibits filed in response to Item 601 of Regulation S-K
                are listed in the Exhibit Index.

        (b) Current Reports on Forms 8-K during the year ending
            December 31, 2005:

        Period                          Items Reported
        ------                          --------------

        September 15, 2005*      Items 8.01, 9.01, Monthly Servicer's Report**
        October 17, 2005*        Items 8.01, 9.01, Monthly Servicer's Report**
        November 15, 2005*       Items 8.01, 9.01, Monthly Servicer's Report**
        December 15, 2005*       Items 8.01, 9.01, Monthly Servicer's Report**

        *Filed March 1, 2006
        **Incorporated by reference

        (c) The exhibits filed in response to Item 601 of Regulation S-K are
            listed on the Exhibit Index.

        (d) Not applicable.


<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 of the undersigned, thereunto duly authorized.

Date: March 30, 2006          GOLDMAN SACHS ASSET BACKED SECURITIES CORP.

                              By:  /s/ Daniel L. Sparks
                                   ----------------------------------------
                              Name:  Daniel L. Sparks
                              Title: President

Date: March 30, 2006          GS AUTO LOAN TRUST 2005-1

                              By:  Goldman Sachs Asset Backed
                                  Securities Corp., as Depositor

                              By:  /s/ Daniel L. Sparks
                                   ----------------------------------------
                              Name:  Daniel L. Sparks
                              Title: President


<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.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.


<PAGE>

                               INDEX TO EXHIBITS

Exhibit No.     Document Description
-------------   --------------------

Exhibit 31.1    Certification Pursuant to Section 302(a) of the Sarbanes-Oxley
                Act of 2002 (Depositor)

Exhibit 99.1    Annual Servicer's Statement as to Compliance for the year ended
                December 31, 2005 (Goldman Sachs Mortgage Company)

Exhibit 99.2    Annual Independent Accountant's Report in Respect of Servicing
                for the year ended December 31, 2005
                (Goldman Sachs Mortgage Company)

Exhibit 99.3    Annual Servicer's Statement as to Compliance for the year ended
                December 31, 2005 (The Huntington National Bank)

Exhibit 99.4    Report of Independent Registered Public Accounting Firm in
                Respect of Servicing for the year ended December 31, 2005
                (The Huntington National Bank)

Exhibit 99.5    Annual Servicer's Statement as to Compliance for the year ended
                December 31, 2005 (Ford Motor Credit Company)

Exhibit 99.6    Annual Independent Accountant's Report in Respect of Servicing
                for the year ended December 31, 2005 (Ford Motor Credit Company)

Exhibit 99.7    Annual Servicer's Statement as to Compliance for the year ended
                December 31, 2005 (Systems & Services Technologies, Inc.)

Exhibit 99.8    Annual Independent Accountant's Report in Respect of Servicing
                for the year ended December 31, 2005 (Systems & Services
                Technologies, Inc.)

Exhibit 99.9    Annual Aggregate Statement containing information relating to
                the Receivables and the Accounts for the Collection Periods from
                and including September 2005 through December 2005.





<PAGE>

                                  EXHIBIT 31.1
                    CERTIFICATION PURSUANT TO SECTION 302(A)
                        OF THE SARBANES-OXLEY ACT OF 2002

                                   (Depositor)

                                 March 30, 2006

     I, Daniel L.  Sparks,  President of Goldman  Sachs Asset Backed  Securities
Corp., as Depositor, certify that:

     1. I have reviewed this annual report on Form 10-K ("Annual  Report"),  and
all  reports  on  Form 8-K   containing   distribution   or  servicing   reports
(collectively  with this  Annual  Report,  the  "Reports")  filed in  respect of
periods  included  in the year  covered by this Annual  Report,  of GS Auto Loan
Trust 2005-1;

     2. Based on my knowledge, the information in the 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 the 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 those 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 the Reports.

     In giving the certifications above, I have reasonably relied on information
provided  to me by the  following  unaffiliated  parties:  JPMorgan  Chase Bank,
National Association,  as Indenture Trustee,  Goldman Sachs Mortgage Company, as
Servicer,  The Huntington National Bank, as a Receivables  Servicer,  Ford Motor
Credit Company, as a Receivables Servicer and Systems and Services Technologies,
Inc., as a Receivables Servicer.

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
day and year first above written.


                                    By:    /s/ Daniel L. Sparks
                                           -------------------------
                                    Name:  Daniel L. Sparks
                                    Title: President



<page>

                                  EXHIBIT 99.1
                   Annual Servicer's Statement of Compliance
                        (Goldman Sachs Mortgage Company)
                               -----------------
                        ANNUAL STATEMENT AS TO COMPLIANCE
                            GS AUTO LOAN TRUST 2005-1

                                 March 30, 2006

     I, Daniel L. Sparks,  Vice  President of Goldman Sachs Real Estate  Funding
Corp., the general partner of Goldman Sachs Mortgage  Company,  as Servicer (the
"Servicer"), certify that:

    (i)   a review  of  the  activities  of  the Servicer during the period from
          August  19,  2005  to  and  including  December  31, 2005,  and of its
          performance under the Sale and Servicing Agreement, dated as of August
          19, 2005 (the "Sale and Servicing Agreement"), by  and  among  GS Auto
          Loan  Trust  2005-1,  Goldman  Sachs  Asset  Backed  Securities Corp.,
          JPMorgan  Chase  Bank, National Association and the Servicer, has been
          made under my supervision; and

    (ii)  to the best of  my  knowledge, based on such review, the  Servicer has
          fulfilled  all  of  its  obligations  under  the  Sale  and  Servicing
          Agreement throughout such period.

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
day and year first above written.



                                    By:     /s/ Daniel L. Sparks
                                            ------------------------
                                    Name:   Daniel L. Sparks
                                    Title:  Vice President



<PAGE>

                                  EXHIBIT 99.2
         Annual Independent Accountant's Report in Respect of Servicing
                      for the year ended December 31, 2005
                        (Goldman Sachs Mortgage Company)
                                ----------------



                        Report of Independent Accountants

To Goldman Sachs Mortgage Company


We have examined  management's  assertion about Goldman Sachs Mortgage Company's
(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") to the extent such procedures are applicable as of
and  for  the  year  ended  December  31,  2005,  included  in the  accompanying
Management's  Assertion on Compliance  with Goldman Sachs Auto Loan Trust 2005-1
Minimum Servicing  Standards,  dated March 30, 2006. All servicing functions are
performed by various  other  subservicers.  Management  is  responsible  for the
Company's compliance with those minimum servicing standards.  Our responsibility
is  to  express  an  opinion  on  management's  assertion  about  the  Company's
compliance  based  on our  examination.  We did not  examine  the  subservicers'
compliance with the minimum servicing standards that they are responsible for as
described in Appendix I to  Management's  Assertion on  Compliance  with Goldman
Sachs Auto Loan Trust 2005-1  Minimum  Servicing  Standards.  The  subservicers'
compliance  with  those  minimum  servicing  standards  was  examined  by  other
accountants whose reports have been furnished to us, and our opinion, insofar as
it relates to the  subservicers'  compliance,  is based  solely on the report of
such other accountants.

Our examination was made in accordance with attestation 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 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 the  Company's  compliance  with the minimum  servicing
standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2005 is fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP
------------------------------
March 29, 2006

<PAGE>

                    Management's Assertion On Compliance With
                      Goldman Sachs Auto Loan Trust 2005-1
                           Minimum Servicing Standards


March 30, 2006

As of and for the year ended December 31, 2005,  Goldman Sachs Mortgage  Company
(the  "Company")  has  complied,  in all material  respects,  with the Company's
established  minimum  servicing  standards,  as set  forth  in  Appendix  I, for
servicing the securities in the Goldman Sachs Auto Loan Trust 2005-1.


By: /s/ Daniel L. Sparks
    -----------------------------------
Name: Daniel L. Sparks
Title: Vice President
Company: Goldman Sachs Mortgage Company


<PAGE>

                                   APPENDIX I

                      Goldman Sachs Auto Loan Trust 2005-1
                           Minimum Servicing Standards
                     intended for use in connection with the
                       Annual Accountant's Report ("AAR")


Below are Goldman Sachs Mortgage  Company's minimum servicing  standards for the
Goldman  Sachs  Auto Loan Trust  2005-1  (the  "Issuer")  as  identified  in the
Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE  BANKERS  ("USAP"),  to the extent such procedures are applicable as of
and for the year ended  December 31, 2005. The  Huntington  National Bank,  Ford
Motor Credit  Company and Systems & Services  Technologies,  Inc.  each act as a
servicer  on behalf of the Issuer  and have  agreed to comply  with the  minimum
servicing standards.


GOLDMAN SACHS MORTGAGE COMPANY'S MINIMUM SERVICING STANDARDS:

I.  The Huntington National Bank (the "Bank")*

As of and for the year ended  December 31, 2005,  the Bank has complied,  in all
material respects,  with the Bank's established  minimum servicing standards for
automobile  loans as set forth below.  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 servicing automobile
loans.

A.  PAYMENTS

    1. The Bank shall ensure that  payments  shall be  deposited  into  the bank
       accounts and related bank  clearing  accounts within two business days of
       receipt.

    2. The  Bank  shall  ensure  that  payments  made  in  accordance  with  the
       borrower's  loan  documents  shall  be  posted to the  applicable account
       records within two business days of receipt.

    3. The Bank shall ensure that payments  shall  be allocated to principal and
       interest in accordance with the loan documents.

    4. The Bank shall ensure  that payments  identified as loan payoffs shall be
       allocated in accordance with the loan documents.

B.  DISBURSEMENTS

    1. The Bank shall ensure that disbursements made via wire transfer on behalf
       of a borrower or investor shall be made only by authorized personnel.

    2. The Bank  shall ensure  that disbursements made on behalf of the borrower
       or investor shall be  posted within two  business days to  the account or
       investor's records maintained by the servicing entity.

    3. The  Bank  shall  ensure  that  amounts  remitted  to  investors  per the
       servicer's investor reports  shall  agree with cancelled checks, or other
       form of payment, or bank statements.

C.  INVESTOR ACCOUNTING AND REPORTING

    1. The Bank's investor reports shall agree with, or reconcile to, the Bank's
       records.  The Bank's  investor  reports  are  sent to  the investors on a
       monthly basis listing the  total unpaid  principal balance  and number of
       loans serviced.

D.  DELINQUENCIES

The Bank shall  ensure that  records  documenting  collection  efforts  shall be
maintained  during the period a loan is in default and shall be updated at least
monthly.  Such records  shall  describe the entity's  activities  in  monitoring
delinquent  loans  including,  for  example,  phone  calls,  letters and payment
rescheduling  plans in cases where the  delinquency is deemed  temporary  (e.g.,
illness or unemployment).

* The Huntington  National Bank's minimum servicing standard related to Investor
Accounting  and Reporting has been revised to include the first  sentence  under
III. (1) above,  which was inadvertently  omitted from Appendix I, as previously
reported.

II. Ford Motor Credit Company ("Ford Credit")

As of and for the year ended December 31, 2005,  Ford Credit 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, to the extent such procedures are applicable.

III.Systems & Services Technologies, Inc. ("SST")

As of and for the year ended December 31, 2005, SST 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, to the extent such procedures are applicable.



<PAGE>


                                  EXHIBIT 99.3
                    Annual Servicer's Statement of Compliance
                         (The Huntington National Bank)
                                ----------------

                         SERVICER'S ANNUAL CERTIFICATION

      The undersigned, duly authorized representative of The Huntington National
Bank  ("Huntington"),  as  servicer  (the  "Servicer")  pursuant to the Sale and
Servicing Agreement dated as of March 15, 2005 as amended from time to time (the
"Sale and Servicing Agreement"),  among GS Auto Loan Trust 2005-1 as issuer (the
"Issuer"),  Goldman Sachs Mortgage Company  ("GSMC"),  as seller,  Goldman Sachs
Asset Backed  Securities Corp., as depositor (the  "Depositor"),  Huntington and
JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), does hereby
certify that based on the knowledge of the undersigned:

1.    Huntington is Servicer under the Sale and Servicing Agreement.

2.    The  undersigned  is  duly  authorized  pursuant to the Sale and Servicing
      Agreement to execute and deliver this certificate.

3.    This certificate is  delivered pursuant to Section 4.11(a) of the Sale and
      Servicing Agreement.

4.    A review of the  activities of  the Servicer and of the performance of its
      obligations under the Sale and Servicing  Agreement during the period from
      August 31, 2005, to and including  December 31, 2005 (the "Review Period")
      was conducted under the supervision of the undersigned.

5.    Based on such  review, except as otherwise disclosed pursuant to paragraph
      6 below,  the  Servicer has  fulfilled its  obligations under the Sale and
      Servicing Agreement during the applicable Review Period.

6.    The following is a description  of each  default in the performance of the
      Servicer's obligations  under  the  provisions  of  the Sale and Servicing
      Agreement known to the undersigned to  have  been made  during  the Review
      Period, which sets forth in detail (i) the  nature and status of each such
      default and (ii) the action taken by the  Servicer, if any, to remedy each
      such default: None.

7.    There  is  no default  known  to  the  undersigned  with  respect  to  the
      applicable Review Period which has not been disclosed herein.

8.    The servicing information provided by the  Servicer herein in  respect  of
      the Receivables, including information relating to actions of the Servicer
      and/or  payments  and  other  collections on  and  characteristics  of the
      Receivables, taken as a whole, does not contain  any  untrue  statement of
      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 applicable Review
      Period.

9.    The Servicer  has provided  all  of  the reports and certificates required
      under Sections  4.10,  4.11 and  4.12 to the parties to which such reports
      and  certificates  are  required  to  be  provided  with  respect  to  the
      applicable Review Period.

      IN  WITNESS  WHEREOF,  the  undersigned has duly executed this certificate
this 1st day of March, 2006.


                                             Responsible Officer of the Servicer

                                             By: /s/ Timothy R. Barber
                                                 -------------------------------
                                             Name: Timothy R. Barber
                                             Title: Senior Vice President


<PAGE>



                                  EXHIBIT 99.4
  Report of Independent Registered Public Accounting Firm Respect of Servicing
                         (The Huntington National Bank)
                                ----------------


                                                         Deloitte & Touche LLP
                                                         155 East Broad Street
                                                         Columbus, OH 43215-3611
                                                         USA
                                                         Tel: +1 614 221 1000
                                                         Fax: +1 614 229 4647
                                                         www.deloitte.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
The Huntington National Bank

We have examined  management's  assertion that The Huntington National Bank (the
"Company" or the "Servicer") has complied, as of and for the year ended December
31, 2005, with its established  minimum servicing standards for automobile loans
described  in the  accompanying  Management's  Assertion  dated March 10,  2006.
Management  is  responsible  for the  Company's  compliance  with those  minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.

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

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2005, is fairly stated,  in all material  respects based on the criteria set
forth in the Appendix I (Revised).

/s/ Deloitte & Touche LLP
-------------------------
Columbus, Ohio
March 10, 2006


<PAGE>


The Huntington National Bank
P.O. Box 1558
Columbus, Ohio 43216

                             Management's Assertion
                            ------------------------

March 10, 2006

As of and for the year ended  December 31, 2005,  The  Huntington  National Bank
(the  "Company")  has  complied,  in all material  respects,  with the Company's
established  minimum  servicing  standards for automobile  loans as set forth in
Appendix I (Revised) (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 servicing automobile
loans.


/s/ Timothy Barber
-----------------------------------------------
Timothy Barber
Senior Vice-President, Credit Risk Management
The Huntington National Bank

/s/ Irving Adler
-----------------------------------------------
Irving Adler
Senior Vice President, Loan Operations Director
The Huntington National Bank


<PAGE>


APPENDIX I

THE HUNTINGTON NATIONAL BANK'S MINIMUM SERVICING STANDARDS (Revised)*

I. PAYMENTS

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

     2. Payments made in accordance  with the borrower's loan documents shall be
     posted to the  applicable  account  records  within  two  business  days of
     receipt.

     3. Payments shall be allocated to principal and interest in accordance with
     the loan documents.

     4. Payments identified as loan  payoffs shall  be allocated  in  accordance
     with the loan documents.

II. DISBURSEMENTS

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

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

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

III. INVESTOR ACCOUNTING AND REPORTING

     1. The Servicer's investor reports shall agree with, or reconcile  to,  the
     Servicer's  records.  The  Servicer's  investor  reports  are  sent  to the
     investors on a monthly basis listing the total unpaid principal balance and
     number of loans serviced.

IV. DELINQUENCIES

     1. Records  documenting  collection  efforts shall be maintained during the
     period a loan is in default  and shall be updated  at least  monthly.  Such
     records shall  describe the entity's  activities  in monitoring  delinquent
     loans including, for example, phone calls, letters and payment rescheduling
     plans in cases where the delinquency is deemed temporary (e.g.,  illness or
     unemployment).

*    The  Huntington  National  Bank's  minimum  servicing  standard  related to
     Investor  Accounting  and  Reporting has  been revised to include the first
     sentence  under III.  (1)  above,  which  was  inadvertently  omitted  from
     Appendix I, as previously reported.


<PAGE>

                                  EXHIBIT 99.5
                   Annual Servicer's Statement of Compliance
                          (Ford Motor Credit Company)
                                ----------------


Ford Motor Credit Company                                     One American Road
                                                              P.O. Box 1732
                                                              Dearborn, MI 48121


To:    GS Whole Loan Trust
       c/o Goldman, Sachs & Co.
       85 Board Street
       New York, NY 10004
       Attn: David Stiepleman


                              OFFICER'S CERTIFICATE
                        ANNUAL STATEMENT AS TO COMPLIANCE
                          ----------------------------

     The undersigned officer of Ford Motor Credit Company (the "Company"),  does
hereby advise you pursuant to Section  3.11(a) of the Servicing  Agreement dated
March 1, 2005 by and among the Company and GS Whole Loan Trust (the "Agreement")
that:

1.  A review of the activities  of the  Company and of its performance under the
    Agreement during  the period from  January 1, 2005 to  December 31, 2005 has
    been made under my supervision.

2.  Based on this review, to the best of my knowledge, the Company has fulfilled
    all its obligations under the Agreement during the aforementioned period.


                                              /s/ David Brandi
                                              ---------------------------
                                              David Brandi
                                              Assistant Treasurer
Dated: as of December 31, 2005




<PAGE>


                                  EXHIBIT 99.6
         Annual Independent Accountant's Report in Respect of Servicing
                          (Ford Motor Credit Company)
                                ----------------

                                                    PricewaterhouseCoopers LLP
                                                    PricewaterhouseCoopers Plaza
                                                    1900 St. Antoine Street
                                                    Detroit, MI 48226-2263
                                                    Telephone (313) 394 6000
                                                    Facsimile (313) 394 6555


                        Report of Independent Accountants


To the Board of Directors of Ford Motor Credit Company,
GS Whole Loan Trust, Purchaser:

Re: Servicing Agreement between Ford Motor Credit Company, as Servicer and GS
Whole Loan Trust, as Purchaser, dated as of March 1, 2005

We have examined management's  assertion about Ford Motor Credit Company and its
subsidiaries'  ("Ford Credit")  compliance with the minimum servicing  standards
identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single
Attestation Program for Mortgage Bankers ("USAP"), to the extent such procedures
are applicable to the  requirements of the Agreement  identified above ("minimum
servicing standards") as of and for the year ended December 31, 2005 included in
the accompanying management assertion (see Exhibit I). Management is responsible
for Ford  Credit's  compliance  with  those  minimum  servicing  standards.  Our
responsibility  is to express an opinion on  management's  assertion  about Ford
Credit's compliance based on our examination.

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

In our  opinion,  management's  assertion  that Ford  Credit  complied  with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2005 is fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP
-------------------------------
March 13, 2006


<PAGE>


Ford Motor Credit Company                                     One American Road
                                                              P.O. Box 1732
                                                              Dearborn, MI 48121


                  Management's Assertion Concerning Compliance
                      with USAP Minimum Servicing Standards


March 7, 2006

Re: Servicing Agreement between Ford Motor Credit Company, as Servicer and GS
Whole Loan Trust, as Purchaser, dated as of March 1, 2005

As of and for the year ended  December 31, 2005,  Ford Motor Credit  Company and
its  subsidiaries  have  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"), to the extent
such procedures are applicable to the  requirements of the agreement  identified
above.



/s/ Terry Chenault
-----------------------------------------
Terry Chenault
President of Global Operations Technology

/s/ Neil Schloss
-----------------------------------------
Neil Schloss
Assistant Treasurer



<PAGE>



                                  EXHIBIT 99.7
                    Annual Servicer's Statement of Compliance
                    (Systems & Services Technologies, Inc.)
                                ----------------


                   SERVICER ANNUAL STATEMENT AS TO COMPLIANCE

     I, Jorge  Bernal,  certify  that I am a duly  elected  officer of SYSTEMS &
SERVICES TECHNOLOGIES, INC., a corporation organized under the laws of the State
of Delaware (the "Servicer"), authorized to execute and deliver this certificate
in the name and on behalf  of the  Servicer,  as required by Section 7.01 of the
Servicing  Agreement,  dated as of October  18,  2005 (as  amended,  modified or
supplemented from time to time, the "Servicing Agreement"),  among the Servicer,
and  Goldman  Sachs  Mortgage  Company,  a New  York  limited  partnership  (the
"Company"), and further certify in the name of and behalf of the Servicer, that:

     1.  A review of  the  activities of  the Servicer and of the performance of
         its obligations  under the  Servicing Agreement  during the period with
         respect to the first Officer's Certificate, the period from the Closing
         Date to December 31, 2005 (the "Review Period") was conducted under the
         supervision of the undersigned.

     2.  I am responsible for reviewing the activities performed by the Servicer
         under the  Servicing  Agreement and based upon my knowledge and review,
         and except as disclosed to the Company in this Certificate or otherwise
         in  writing,  the  Servicer  has  fulfilled  its  obligations under the
         Servicing Agreement during the Review Period.

     3.  Based on such  review, to the undersigned's knowledge, the following is
         a description  of each  significant deficiency during the Review Period
         in the performance of the Servicer's obligations  under  the provisions
         of the Servicing Agreement, which  sets forth  in detail (i) the nature
         and status  of each  such deficiency  and (ii) the action  taken by the
         Servicer, if any, to remedy each such deficiency: [NA]

     4.  I have reviewed  all distribution of  servicing reports (the "Reports")
         delivered by the Servicer in respect of periods  included in the Review
         Period.

     5.  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 applicable Review Period.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: March 10, 2006                             By: /s/ Jorge Bernal
                                                      -------------------------
                                                  Name: Jorge Bernal
                                                  Title: Chief Operating Officer



<PAGE>



                                  EXHIBIT 99.8
         Annual Independent Accountant's Report in Respect of Servicing
                    (Systems & Services Technologies, Inc.)
                                ----------------



                        Report of Independent Accountants

To the Board of Directors and Stockholder of
Systems & Services Technologies, Inc.:

Re: Servicing  Agreement between Systems & Services  Technologies,  Inc., as the
Servicer,  and GS Whole  Loan Trust III,  as the  Company,  dated as of June 28,
2005, as amended

We have examined management's  assertion about Systems & Services  Technologies,
Inc.'s  (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"), to the extent such procedures
are applicable to the  requirements of the Agreement  identified above ("minimum
servicing standards") as of and for the six month period ended December 31, 2005
included in the accompanying management assertion (see Exhibit I). Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's  assertion about the
Company's compliance based on our examination.

Our examination was made in accordance with attestation 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 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 the  Company's  compliance  with the minimum  servicing
standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  minimum  servicing  standards as of and for the six month period
ended December 31, 2005 is fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP
------------------------------
Kansas City, Missouri
March 29, 2006

<PAGE>

                                                                       Exhibit 1


                  Management's Assertion Concerning Compliance
                      with USAP Minimum Servicing Standards


March 29, 2006

Re: Servicing  Agreement between Systems & Services  Technologies,  Inc., as the
Servicer,  and GS Whole  Loan Trust III,  as the  Company,  dated as of June 28,
2005, as amended

As of and for the six month period ended  December 31, 2005,  Systems & Services
Technologies,  Inc. (the  "Company") 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"),  to
the extent such  procedures are applicable to the  requirements of the agreement
identified above;  provided,  however, the following USAP servicing standards do
not apply: I.2; I.4; III.3; III.4; V.2; V.3; and V.4.

As of and for this same  period,  the Company had in effect a fidelity  bond and
errors and  omissions  policy in the  amounts of  $250,000,000  and  $50,000,000
respectively.




/s/ Glenn Estrella
---------------------------------------
Glenn Estrella, Chief Executive Officer



/s/ Bruce Schnell
---------------------------------------
Bruce Schnell, Chief Financial Officer



/s/ Jorge Bernal
---------------------------------------
Jorge Bernal, Chief Operations Officer


<PAGE>


                                  EXHIBIT 99.9
                           Annual Aggregate Statement
                                ----------------
<table>


       <c>       <c>

-----------------------------------------------------------------------------------------------------------------------------------
Ending Balance   Bond Name
-----------------------------------------------------------------------------------------------------------------------------------
Distribution
Date              A1               A2              A3            A4            B             C             D            TOTALS
-----------------------------------------------------------------------------------------------------------------------------------
9/15/05   248,975,765.32    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,233,977,765.32
10/17/05  198,047,431.05    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,183,049,431.05
11/15/05  148,944,674.22    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,133,946,674.22
12/15/05  106,092,624.34    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,091,094,624.34
TOTALS    702,060,494.93  1,488,244,000.00  1,585,416,000   442,376,000  171,172,000   171,168,000    81,632,000   4,642,068,494.93
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Interest      Bond Name
-----------------------------------------------------------------------------------------------------------------------------------
Distribution
Date           A1              A2               A3               A4              B               C            D           TOTALS
-----------------------------------------------------------------------------------------------------------------------------------
9/15/05    883,207.80     1,160,830.32    1,273,837.72      364,222.91      142,785.98      153,908.56       0.00      3,978,793.29
10/17/05   851,696.30     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,423,525.70
11/15/05   613,966.84     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,185,796.24
12/15/05   477,665.57     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,049,494.97
TOTALS   2,826,536.51     5,179,089.12    5,683,275.97    1,624,994.51      637,045.13      686,668.96       0.00     16,637,610.20
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Ending Balance
Factor             Bond Name
-----------------------------------------------------------------------------------------------------------------------------------
Distribution
Date             A1               A2               A3                A4                B                 C                 D
-----------------------------------------------------------------------------------------------------------------------------------
9/15/05     813.64629190    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000
10/17/05    647.21382696    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000
11/15/05    486.74730137    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000
12/15/05    346.70792268    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000
-----------------------------------------------------------------------------------------------------------------------------------


--------------------------------------
Servicing Fee
Distribution Date   Total
--------------------------------------
9/15/2005          1,152,095.30
10/17/2005         1,104,282.79
11/15/2005         1,060,858.86
12/15/2005         1,018,087.52
Grand Total        4,335,324.47
--------------------------------------

--------------------------------------
Owner Trustee Fee
Distribution Date   Total
--------------------------------------
9/15/2005                833.33
10/17/2005               833.33
11/15/2005               833.33
12/15/2005               833.33
Grand Total            3,333.32
--------------------------------------

--------------------------------------
Indenture Trustee Fee
Distribution Date   Total
--------------------------------------
9/15/2005                  0.00
10/17/2005                 0.00
11/15/2005                 0.00
12/15/2005                 0.00
Grand Total                0.00
--------------------------------------

</TABLE>