*1500
      City West Blvd . Suite 200*


*Houston,
      TX 77042*


(7*13)
      458-7200*





March
      6,
      2006




VIA
      FEDERAL EXPRESS






Wells
                Fargo Bank, N.A. as Trustee
              Wells
                Fargo Center
              Sixth
                Street & Marquette Ave.
              Minneapolis,
                MN 55479-0123
              Attn:
                Corporate Trust Services (CMBS)-GECMC
                2004-C3
            GE
                Commercial Mortgage Corporation.
              C.O:
                General Electric Capital Corporation
              125
                Park Ave., 10th Floor
              New
                York, NY 10017
              Attn:
                Capital Markets/Daniel VinsonDeutsche
                Bank Securities, Inc.
              60
                Wall Street
              New
                York, New York 10005
            Banc
                of America Securities LLC
              214
                North Tryon Street
              NC1-027-21-02
              Charlotte,
                North Carolina 28255Citigroup
                Global Markets Inc.
              388
                Greenwich Street, 11th Floor
              New
                York, New York, 10013
            Merrill
                Lynch, Pierce, Fenner & Smith
              Incorporated
              4
                World Financial Center
              New
                York, New York 10080J.P.
                Morgan Securities Inc.
              One
                Chase Manhattan Plaza
              New
                York, New York 10081
            German
                American Capital Corporation
              60
                Wall Street
              New
                York, NY 10005
              Attn:
                Lainie Kaye
              Fax:
                (212) 250-5270CBA
                Mezzaine Capital Finance, LLC
              51
                JFK Parkway, 4th Floor East
              Short
                Hills, NY 07078
              Attn:
                Martin T. Lanigan, President and
              CEO
              Fax:
                (973) 467-9696
            With
                a copy to:
              Skadden,
                Arps, Slate, Meagher & Flom LLP
              Four
                Times Square
              New
                York, NY 10036
              Attn:
                Harvey R. Uris
              Fax:
                (212) 735-2212With
                a copy to:
              Winston
                & Strawn, LLP
              200
                Park Avenue
              New
                York, NY 10166
              Attn:
                Tracey A. Leitnian
              Fax:
                (212) 294-4700
            Cadwalader,
                Wickersham & Taft LLP
              Deutsche
                Mortgage & Asset Receiving Corporation
              COMM-LNB
              One
                World Financial Center
              New
                York, NY 10281








OFFICER'S
      CERTIFICATE




Re:
      Statement as to Compliance


GE Commercial Mortgage Corporation, Commercial Mortgage
      Pass-Through Certificates,
      Series 2004-C 3




Officer's
        Certificate
 March
        6,
        2006
 Page 2
  In
        accordance with Section
        3.13 of the Pooling and Servicing Agreement (the '"Agreement") dated as of
        July
        1, 2004, entered into in connection with t he
        above-referenced Certificates, the undersigned officer
        of GEMSA Loan Services, L.P. **(**the**** "Servicer")
        hereby certifies that (i) a review
        of the activities
        of the Servicer for the preceding partial calendar year (which GEMSA Loan Services, L.P. served
        as
        "Servicer" under the Agreement) and of its performance under the Agreement has been made
        under such officer's supervision, (ii) to the
        best of such officer's knowledge, based on such review,
        the Servicer has maintained an effective internal control system relating
        to its servicing of the
        Mortgage Loans and Serviced Whole Loans serviced by it and has fulfilled in
        all
        material respects its obligations under the Agreement throughout such partial year, and (iii) the
        Servicer has received
        no notice regarding the qualification, or challenging the status of the
        Lower-Tier REMIC or the
        Upper-Tier REMIC as a REMIC or of the Grantor Trust as a "grantor trust"
        from
        the Internal Revenue Service or any other governmental agency or
        body.
  /s/Pat McEntee
 Pat Mcentee, Director, Portfolio Management, on behalf
        of
 GEMSA Loan Services, L.P. in its capacity as
        Servicer