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, 2005

      OR



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


      Commission File Number: 333-120274-10


        GS Mortgage Securities Corp.
        (as Depositor under the Trust Agreement, dated as
        of February 1, 2005, providing for the issuance of
        GSAA Home Equity Trust 2005-3, Asset-Backed Certificates,
        Series 2005-3)

     (Exact name of registrant as specified in its charter)


    Delaware                                          13-3387389
   (State or other jurisdiction of                   (I.R.S 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


  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 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 12b-2 of the
  Exchange Act. (Check One):


  Large Accelerated Filer ___  Accelerated Filer ___  Non-Accelerated Filer X


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

        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.


     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.


                                   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 (the Trust),
            the Trustee, the Securities Administrator, the 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 Depository Trust Company and
            the Trustee indicate that as of December 31, 2005, the total number
            of holders of record for the Series of Certificates is 18.


  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.

            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
           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.

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

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

     (99.1) Annual Independent Accountants' Servicing Report concerning
            servicing activities.

      <TABLE>

      
         <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>

      </TABLE>

     (99.2) Report of Management as to Compliance with Minimum Servicing
            Standards.

      <TABLE>

      
        <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>

      </TABLE>

     (99.3) Annual Statement of Compliance under the Trust Agreement.

      <TABLE>

      
         <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>

      </TABLE>


     (99.4) Aggregate Statement of Principal and Interest Distributions to
            Certificate Holders.


   (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 herof.

   (c) Not applicable.  The Trust does not have any subsidiaries or
       affiliates.  Therefore, no financial statements are filed with
       respect to subsidiaries or affiliates.


  <F1> Filed herewith.


                                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:



    GS Mortgage Securities Corp., as Depositor


  By: /s/ Michelle Gill

          Michelle Gill, Vice President

  Dated:  March 30, 2006


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


  (a)(2) 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
     (31.1) Rule 13a-14(a)/15d-14(a) Certification

     (99.1) Annual Independent Accountants' Servicing Report concerning
            servicing activities.
      <TABLE>
      
         <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>
      </TABLE>

     (99.2) Report of Management as to Compliance with Minimum Servicing
            Standards.
      <TABLE>
      
        <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>
      </TABLE>

     (99.3) Annual Statement of Compliance under the Trust Agreement.

      <TABLE>
      
         <c>
      a) Wells Fargo Bank, N.A., as Servicer <F1>
      </TABLE>

     (99.4) Aggregate Statement of Principal and Interest Distributions to
            Certificate Holders.


  Exhibit No.

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

  RE: GSAA Home Equity Trust 2005-3 (the "Trust")Asset-Backed Certificates
  Series 2005-3, issued pursuant to the Trust Agreement, dated February 1,
  2005 (the "Trust Agreement"), among GS Mortgage Securities Corp., as
  depositor, Deutsche Bank National Trust Company, as custodian, Wells Fargo
  Bank, N.A., as securities administrator (the "Securities Administrator"),
  and HSBC Bank USA, National Association, as trustee


  I, Michelle Gill, certify that:

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

  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 Securities Administrator by Wells Fargo
     Bank, N.A., in its capacity as servicer (the "Servicer") under the Master
     Seller's Warranties and Servicing Agreement (the "Master Seller's
     Warranties and Servicing Agreement"), dated as of August 1, 2004,
     between Wells Fargo Bank, N.A. and Goldman Sachs, for inclusion in
     the Reports is included in the Reports;

  4. Based on my knowledge and upon the annual compliance statement
     included in this Annual Report and required to be delivered to the
     Securities Administrator in accordance with the terms of the Master
     Seller's Warranties and Servicing Agreement, and except as disclosed
     in the Reports, the Servicer has fulfilled its obligations under the
     Master Seller's Warranties and Servicing 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 Master Seller's Warranties and Servicing 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:
     the Securities Administrator and the Servicer.



     Date: March 30, 2006

     /s/ Michelle Gill
     Signature

     Vice President
     Title


  EX-99.1
(logo) KPMG

KPMG LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309


Independent Accountants' Report


The Board of Directors
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.:


We have examined management's assertion, included in the accompanying Assertion
of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
(the Company), that the Company complied with the minimum servicing standards
set forth 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, 2005. 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 and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards specified above 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/ KPMG LLP

February 21, 2006


KPMG LLP a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative





  EX-99.2
(logo) WELLS  HOME
       FARGO  MORTGAGE

1 Home Campus
Des Moines, IA 50328


Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo
Bank, N.A.



As of and for the year ended December 31, 2005, Wells Fargo Home Mortgage, a
division of Wells Fargo Bank, N.A. (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.

As of and for this same period, the Company had in effect a fidelity bond along
with an errors and omissions policy in the amounts of $100 million and $20
million, respectively.



/s/ Michael J. Heid                 February 21, 2006
Michael J. Heid, Division President, Capital Markets, Finance, & Administration
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


/s/ Franklin R. Codel               February 21, 2006
Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


/s/ Mary Coffin                     February 21, 2006
Mary Coffin, Executive Vice President, Servicing & Post Closing
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


/s/ Cara K. Heiden
Cara K. Heiden, division President, Nat'l Consumer & Institutional Lending
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.





  EX-99.3
(logo) Wells   Home
       Fargo   Mortgage


Wells Fargo Home Mortgage
1 Home Campus
Des Moines, IA 50328-001



February 24, 2006


Re: 2005 Annual Certification


We hereby certify to the best of our knowledge and belief that for the calendar
year of 2005:


1. All real estate taxes, bonds assessments and other lienable items have been
paid.

2. All FHA mortgage insurance, private mortgage insurance premiums, and flood
insurance have been paid (if applicable).

3. Hazard insurance policies held by us meet the requirements as specified in
the servicing agreement, or those of a normal prudent lender if not specified,
and those premiums due have been paid.

4. We have made all property inspections as required.

5. Fidelity bond and Errors and Omissions insurance coverage currently exists.

6. That the Officer signing this certificate has reviewed the activities and
performance of the Servicer during the preceding fiscal year under the terms of
the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide or similar agreements with respect to each transaction
listed on the attached Exhibit A, and to the best of this officer's knowledge,
the Servicer has fulfilled all of its duties, responsibilities or obligations of
such agreement throughout the year.


Sincerely,

/s/ John B. Brown
John B. Brown
Senior Vice President
Wells Fargo Home Mortgage, a division of we11s Fargo Bank NA



Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.


(page)


EXHIBIT A


1. GSR Mortgage Loan Trust 2005-AR1 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR1, issued pursuant to the Master Servicing and Trust
Agreement, dated as of January 1, 2005, among GS Mortgage Securities Corp., as
depositor, U.S. Bank, National Association, as trustee and Wells Fargo Bank,
N.A., as securities administrator and master servicer;

2. GSR Mortgage Loan Trust 2005-AR2 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR2, issued pursuant to the Master Servicing and Trust
Agreement, dated as of March 1, 2005, among GS Mortgage Securities Corp., as
depositor (the "Depositor"), U.S. Bank National Association, as trustee,
JPMorgan Chase Bank, N.A., as custodian and Wells Fargo Bank, N.A., as
securities administrator and master servicer;

3. GSR Mortgage Loan Trust 2005-AR4 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR4, issued pursuant to the Master Servicing and Trust
Agreement, dated as of June 1, 2005, among GS Mortgage Securities Corp., as
depositor, U.S. Bank National Association, as trustee, JPMorgan Chase Bank,
N.A., as custodian and Wells Fargo Bank, N.A., as securities administrator,
master servicer and a custodian;

4. GSR Mortgage Loan Trust 2005-AR5 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR5, issued pursuant to the Master Servicing and Trust
Agreement, dated as of August 1, 2005, among GS Mortgage Securities Corp., as
depositor, U.S. Bank National Association, as trustee, JPMorgan Chase Bank,
N.A., as custodian and Wells Fargo Bank, N.A., as securities administrator,
master servicer and a custodian;

5. GSR Mortgage Loan Trust 2005-AR6 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR6, issued pursuant to a Master Servicing and Trust
Agreement, dated as of September 1, 2005, among GS Mortgage Securities Corp., as
depositor, U.S. Bank National Association, as trustee, and Wells Fargo Bank,
N.A., as securities administrator, master servicer and custodian;

6. GSR Mortgage Loan Trust 2005-AR7 (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-AR7, issued pursuant to the Master Servicing and Trust
Agreement, dated as of October 1, 2005, among GS Mortgage Securities Corp., as
depositor, U.S. Bank National Association, as trustee, JPMorgan Chase Bank,
N.A., as custodian and Wells Fargo Bank, N.A., as securities administrator,
master servicer and a custodian;

7. GSR Mortgage Loan Trust 2005-1F (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-1F, issued pursuant to the Master Servicing and Trust
Agreement, dated as of January 1, 2005, among GS Mortgage Securities Corp., as
depositor, Wachovia Bank, National Association, as trustee (the "Trustee"),
JPMorgan Chase Bank, National Association, as securities administrator,
custodian and master servicer;


(page)


8. GSR Mortgage Loan Trust 2005-7F (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-7F, issued pursuant to the Master Servicing and Trust
Agreement, dated as of August 1, 2005, among GS Mortgage Securities Corp., as
depositor, Wachovia Bank, National Association, as trustee, and JPMorgan Chase
Bank, National Association, as securities administrator, custodian and master
servicer;

9. GSAA Mortgage Loan Trust 2005-1 (the "Trust") Asset-Backed Certificates
Series 2005-1, issued pursuant to a Trust Agreement, dated as of January 1,
2005, among GS Mortgage Securities Corp., as depositor, Deutsche Bank National
Trust Company, as trustee;

10. GSAA Mortgage Loan Trust 2005-3 (the "Trust") Asset-Backed Certificates
Series 2005-3, issued pursuant to a Trust Agreement, dated as of February 1,
2005, among GS Mortgage Securities Corp., as depositor, HSBC Bank USA, National
Association, as trustee, Wells Fargo Bank, N.A., as securities administrator and
Deutsche Bank National Trust Company, as custodian;

11. GSAA Mortgage Loan Trust 2005-5 (the "Trust") Asset-Backed Certificates
Series 2005-5, issued pursuant to a Trust Agreement, dated as of April 1, 2005,
among GS Mortgage Securities Corp., as depositor, HSBC Bank USA, National
Association, as trustee, and Wells Fargo Bank, N.A., as securities administrator
and custodian;

12, GSAA Mortgage Loan Trust 2005-7 (the "Trust") Asset-Backed Certificates
Series 2005-7, issued pursuant to a Master Servicing and Trust Agreement, dated
as of June 1, 2005, among GS Mortgage Securities Corp., as depositor, Deutsche
Bank National Trust Company, as a custodian, HSBC Bank USA, National
Association, as trustee and Wells Fargo Bank, N.A., as master servicer,
securities administrator and a custodian;

13. GSAA Mortgage Loan Trust 2005-11 (the "Trust") Asset-Backed Certificates
Series 2005-11, issued pursuant to a Master Servicing and Trust Agreement, dated
as of September 1, 2005, among GS Mortgage Securities Corp., as depositor,
Wachovia Bank, N.A., as trustee, Deutsche Bank National Trust Company and J.P.
Morgan Trust Company, N.A., as custodians and JPMorgan Chase Bank, National
Association, as master servicer;

14. GSAA Mortgage Loan Trust 2005-12 (the "Trust") Asset-Backed Certificates
Series 2005-12, issued pursuant to a Master Servicing and Trust Agreement, dated
as of October 1, 2005, between GS Mortgage Securities Corp., as depositor, J.P.
Morgan Trust Company, National Association, as a custodian, Deutsche Bank
National Trust Company, as a custodian, HSBC Bank USA, National Association, as
trustee, and Wells Fargo Bank, N.A., as master servicer, securities
administrator and a custodian; and

15. GSR Mortgage Loan Trust 2005-5F (the "Trust") Mortgage Pass-Through,
Certificates Series 2005-5F, issued pursuant to the Master Servicing and Trust
Agreement, dated as of May 1, 2005, among GS Mortgage Securities Corp., as
depositor, Wachovia Bank, National Association, as trustee, and JPMorgan Chase
Bank, as securities administrator, custodian and master servicer.



  Ex-99.4

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


   <TABLE>

   Class                              Interest             Principal               Losses             Ending Balance
   
                       <c>                    <c>                  <c>                 <c>
   A-1                            4,698,838.18        119,741,209.22                 0.00              94,416,790.78
   A-2                            1,968,411.47                  0.00                 0.00              63,889,000.00
   A-3                            2,124,866.56                  0.00                 0.00              66,764,000.00
   B-1                              166,803.45                  0.00                 0.00               4,219,000.00
   B-2                               53,626.14                  0.00                 0.00               1,342,000.00
   B-3                               90,455.28                  0.00                 0.00               1,918,000.00
   M-1                              628,209.30                  0.00                 0.00              19,177,000.00
   M-2                              341,127.35                  0.00                 0.00               9,781,000.00
   R                                      0.00                  0.00                 0.00                       0.00
   X                              5,787,787.13                  0.00                 0.00             263,808,090.37
   P                                645,314.57                  0.00                 0.00                       0.01

   </TABLE>