**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 year ended December 31, 2005


or





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





For
      the
      transition period from ________to _______





Commission
      file number 333-116432-04





**LEHMAN
      ABS CORPORATION**


(Exact
      name of registrant as specified in its charter)





Delaware
            
            13-3447441(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





745
      Seventh Avenue, 7 th Floor, New York, New York 10019


(Address
      of principal executive offices)





Registrant’s
      telephone number, including area code: 212-526-7000  GreenPoint
        Mortgage Funding Trust 2005-HE3
 (Exact
        name of issuing entity as specified in its charter)
  Lehman
        Brothers Holdings Inc.
 (Exact
        name of sponsor as specified in its
        charter)





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.





oYes
            
            xNo





Indicate
      by check mark if the registrant is not required to file pursuant to Section
      13
      or Section 15(d) of the Act.





oYes
            
            xNo





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.





xYes
            
            oNo





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 a
      large accelerated filer, an accelerated filer, or a non-accelerated filer.
      See
      definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of
      the Exchange Act (Check one):





Large
                accelerated filero
            
            
            Accelerated
                filero
            
            
            Non-accelerated
                filerx








Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).





oYes
            
            xNo








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








DOCUMENTS
      INCORPORATED BY REFERENCE





Not
      Applicable








**PART
      I**





**Item
      1. Business.**





Not
      applicable.





**Item
      1A. Risk Factors.**





Not
      applicable.





**Item
      1B. Unresolved Staff Comments.**





Not
      applicable.





**Item
      2. Properties.**





Not
      applicable.





**Item
      3. Legal Proceedings.**





The
      registrant knows of no material pending legal proceedings involving the trust
      created under the Trust Agreement for the GreenPoint Mortgage Funding Trust,
      Series 2005-HE3 (the “Trust”), the Trustee, the Master 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, 2005, the total number of holders of record for the Series of Certificates
      is 7.





**Item
      6. Selected Financial Data.**





Not
      applicable.





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





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.**





Not
      applicable.





**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 and Related
      Stockholder Matters.**





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.**





Exhibits





The
      exhibits required to be filed by Registrant pursuant to Item 601 of Regulation
      S-K are listed in the Exhibit Index below:





**EXHIBIT
      INDEX**


**Exhibit
                Number**
            **Description**31
            Sarbanes-Oxley
                Certification99.1
            Annual
                Independent Accountants’ Report99.2
            Report
                of Management99.3
            Annual
                Statement of Compliance











**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.





Lehman
      ABS Corporation


(Registrant)


GreenPoint
      Mortgage Funding, Inc., as Master Servicer





By: /s/
      Michael DeFrancesco


Michael
      DeFrancesco


Senior
      Vice President, Loan Administration





Date:
      March 30, 2006