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

                                    FORM 10-K

                   Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934

                             For the fiscal year ended
                                 December 31, 2004

                        Commission file number: 333-100818-44

                             GS Mortgage Securities Corp.,
                    (as Depositor under the Pooling and Servicing
                  Agreement, dated as of July 1, 2004, providing for
                 the issuance of GSAMP Trust 2004-HE2, Mortgage Pass-
                           Through Certificates Series, 2004-HE2)
              (Exact name of Registrant as specified in its Charter)

                Delaware                                    13-6357101
           (State or other jurisdiction                  (I.R.S. Employer
           incorporation or organization)              Identification Number)

          85 Broad Street
           NEW YORK, NEW YORK                             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 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 the 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 [ ]  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 December 31, 2004.

     Not Applicable

     DOCUMENTS INCORPORATED BY REFERENCE
     None

     PART I

     ITEM 1.  Business.

     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 Pooling and Servicing Agreement, the
     trustee, any 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 and Related Stockholder
     Matters and Issuer Purchases of Equity Securities.

     There is currently no established public trading market for Registrant's
     Certificates known to the Registrant.

     As of December 31, 2004 the number of holders of record for the
     registered certificates was 12 based on the Trustee's records.

     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

     PART III

     ITEM 10.  Directors and Executive Officers of 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 Accountant 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:

         Exhibit 31   Sarbanes-Oxley Act Section 302 Certification

         Exhibit 99.1 Servicer's Annual Statement of Compliance for
         Chase Manhattan Mortgage Corporation for Year End December
         31, 2004

         Exhibit 99.2 Servicer's Annual Independent Accountant's Report
         for Chase Manhattan Mortgage Corporation for Year End
         December 31, 2004

         Exhibit 99.3 Servicer's Annual Statement of Compliance for
         Countrywide Home Loans Servicing LP for Year End
         December 31, 2004

         Exhibit 99.4 Servicer's Annual Independent Accountant's Report
         for Countrywide Home Loans Servicing LP for Year End
         December 31, 2004

         Exhibit 99.5 Servicer's Annual Statement of Compliance for
         Ocwen Federal Bank FSB for Year End December 31, 2004

         Exhibit 99.6 Servicer's Annual Independent Accountant's Report
         for Ocwen Federal Bank FSB for Year End December 31, 2004

         Exhibit 99.7 Servicer's Annual Statement of Compliance for
         Ameriquest Mortgage Company for Year End December 31, 2004

         Exhibit 99.8 Servicer's Annual Independent Accountant's Report
         for Ameriquest Mortgage Company for Year End December 31, 2004

         Exhibit 99.9 Aggregate Statement of Distributions to
         Certificateholders for Year End December 31, 2004.

     (b) The exhibits required to be filed by Registrant pursuant to Item
         601 of Regulation S-K are listed above.

     (c) Not Applicable



                                     SIGNATURE

          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


     Date: March 30, 2005


     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.

     (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 the certificateholders.




<page>


Exhibit 31

CERTIFICATION

Re: GSAMP Trust 2004-HE2 (the "Trust") Mortgage Pass-Through Certificates,
 Series 2004-HE2, issued pursuant to the Pooling and Servicing Agreement,
dated as of July 1, 2004 (the "Pooling and Servicing Agreement"), among GS
Mortgage Securities Corp., as depositor (the "Depositor"), Ocwen Federal
Bank FSB, as servicer ("Ocwen"), Chase Manhattan Mortgage Corporation, as
servicer ("Chase"), Countrywide Home Loans Servicing LP, as Servicer,
Ameriquest Mortgage Company, as Responsible Party and Deutsche Bank
National Trust Company, as trustee (the "Trustee")

I, Michelle Gill, certify that:

1. I have reviewed this annual report on Form 10-K ("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 Trustee by the Servicers under the Pooling and
Servicing Agreement 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 Trustee in
accordance with the terms of the Pooling and Servicing Agreement, and except
as disclosed in the Reports, the Servicers have fulfilled its obligations
under the Pooling and Servicing Agreement; and

5. The Reports disclose all significant deficiencies relating to the
Servicers' 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 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 Trustee, Chase,
 Countrywide and Ocwen.

Date: March 30, 2005
/s/: Michelle Gill
Michelle Gill
Vice President



<page>

Exhibit 99.1

Chase company logo here

OFFICER'S CERTIFICATE
CHASE HOME FINANCE LLC
MORTGAGE PASS THROUGH CERTIFICATE

Pursuant to the applicable Pooling and Servicing Agreement (see Exhibit
"A") attached hereto and incorporated herein by this reference), Chase
Home Finance LLC, successor by merger to Chase Manhattan Mortgage
Corporation, hereby provides the following Officers" Certificate:

(i)  A review of the activities of the Master Servicer (the "Servicer")
during the preceding calendar year and of performance under the related
Pooling and Servicing Agreement has been made under my supervision; and

(ii) to the best of my knowledge, based on such review, the Servicer
has performed and fulfilled its duties, responsibilities and
obligations under each Agreement in all material respects throughout
such year.

/s/  Douglas C. Stephens
Douglas C. Stephens
Vice President
Default Loan Servicing

March 15, 2005

<page>

Exhibit A

Deutsche ID            Deal Name                   ASOC

MS04C6                  Morgan Stanley 2004-NC6    Chase
MS04C7                  Morgan Stanley 2004-NC7    Chase
MS04C8                  Morgan Stanley 2004-NC8    Chase
MS04H1                  Morgan Stanley 2004-HE1    Chase
MS04H2                  Morgan Stanley 2004-HE2    Chase
MS04H3                  Morgan Stanley 2004-HE3    Chase
MS04H4                  Morgan Stanley 2004-HE4    Chase
MS04H5                  Morgan Stanley 2004-HE5    Chase
MS04H6                  Morgan Stanley 2004-HE6    Chase
MS04H7                  Morgan Stanley 2004-HE7    Chase
MS04H8                  Morgan Stanley 2004-HE8    Chase
GS04C1                  GSAA 2004-NC1              Chase
GS04H1                  GSAMP 2004-HE1             Chase
GS0403                  GSAA 2004-3                Chase
FF0403                  GSAMP 2004-FF3             Chase
GS0405                  GSAA 2004-5                Chase
GS04H2                  GSAMP 2004-HE2             Chase
LH0401                  Lehman Sail 2004-1         Chase



<page>

Exhibit 99.2

PricewaterhouseCoopers logo here

PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York, NY 10017
Telephone (646) 471-3000
Facsimile (813) 286-6000

Report of Independent Auditors

To the Board of Directors and Stockholder
of Chase Home Finance LLC:

We have examined management's assertion about Chase Home Finance LLC's
(formerly known as Chase Manhattan Mortgage Corporation) (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") as of and for the year ended December 31,2004
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 year ended
December 31, 2004 is fairly stated, in all material respects.



By: /s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
March 11, 2005











JP Morgan Chase logo here

Exhibit I

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 11, 2005

As of and for the year ended December 31, 2004, Chase Home Finance LLC
(formerly known as Chase Manhattan Mortgage Corporation) (the "Company")
has complied in all material respects with the minimum servicing standards
(the "standards") set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers,
("USAP"). These standards are applicable only to Company's prime and
subprime mortgage portfolios.

As of and for this same period, the Company had in effect fidelity bond and
errors and omissions policy in the amounts of $250,000,000 and $25,000,000
respectively.


/S/:  Thomas L. Wind
      Thomas L. Wind
      Co-Chief Executive Officer
      Chase Home Finance LLC

/S/:  Scott Powell
      Scott Powell
      Co-Chief Executive Officer
      Chase Home Finance LLC

/S/:  Terry L. Gentry
      Terry L. Gentry
      SVP of Servicing
      Chase Home Finance LLC


<page>

Exhibit 99.3


Countrywide Home Loans company logo here

400 Countrywide Way
Simi Valley, California 93065-6298

March 23, 2005

GOLDMAN SACHS (CRA ARM)
85 Broad Street 6th Floor
New York, NY  10004
Attn:  John Makarinos

OFFICER'S CERTIFICATE

I, Joseph Candelario, herby certify that I am the First Vice President,
Loan Administration of Countrywide Home loans, Inc., fka Countrywide
Funding Corporation. I further certify, with respect to the applicable
servicing agreements (the "Servicing Agreements") with respect to the
transactions listed on Exhibit A (collectively, the "Servicers") for
Countrywide Mortgage Obligations, Inc. and Countrywide Home Loan Servicing,
LP, the following:

I have reviewed the activities and performance of each Servicer during
the fiscal year ended December 31, 2004 under the applicable Servicing
Agreements and, to the best of my knowledge, based on my review, each
Servicer has fulfilled all of its duties, responsibilities or obligations
under the Servicing Agreements throughout the fiscal year.

By: /s/: Joseph Candelario
Joseph Candelario
Date: March 23, 2005
First Vice President
Compliance Officer
Loan Administration

re:  Investor Numbers:  7002449, 7801017, 7801019, 7801020, 7801021,
7801023, 7801025, 7801028, 7801029, 7801059, 7801119, 7801125, 3001173,
7003965, 7004080, 7004136, 7004142, 7004245, 7004336, 7004337, 7004338,
7004398, 7004550, 7004633, 7004634, 7004635, 7004649, 7004737, 7004773,
7004779, 7004858, 7004863, 7004874, 7004875, 3770130.

<page>


Exhibit A


GSR 2004-2F
GSR 2004-3F
GSR 2004-4
GSR 04-5
GSR 2004-7
GSR 04-8F
GSR 2004-9
GSR 04-10F
GSR 04-11
GSR 2004-12
GSR 2004-14
GSR 2004-15F

GSAMP 2004-AR1
GSAMP 2004-AR2
GSAMP 2004-HE2

GSAA 04-CW1
GSAA 2004-3
GSAA 04-5
GSAA 04-7
GSAA 04-8
GSAA 04-9
GSAA 04-10
GSAA 2004-11



<page>

Exhibit 99.4

KPMG logo here


KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA 90071-1568

Independent Accountants' Report

The Board of Directors
Countrywide Financial Corporation:

We have examined the accompanying management's assertion, that Countrywide
Financial Corporation and subsidiaries, including its wholly-owned subsidiary
Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P.,
a wholly-owned subsidiary of CHL, (collectively, 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, 2004.  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 Countrywide Financial Corporation
and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans,
Inc. (CHL) and Countrywide Home Loan Servicing, L.P., a wholly-owned subsidiary
of CHL, complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 2004 is fairly stated, in all material
respects.

/s/: KPMG LLP

March 17, 2005

<page>

Countrywide Home Loans logo here

2900 Madera Road
Simi Valley, California 93065-6298
(805) 955-1000

Management's Assertion
March 17, 2005

As of and for the year ended December 31, 2004, Countrywide Financial
Corporation and Subsidiaries (which includes its wholly-owned subsidiary,
Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing,
L.P., a wholly-owned subsidiary of CHL) (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 and errors and omissions policy in the amount
of $200 million and $100 million, respectively.

/s/: Thomas K McLaughlin
     Thomas K McLaughlin
     Executive Managing Director and
     Chief Financial Officer

/s/: Kevin Meyers
     Kevin Meyers
     Managing Director, Chief Financial Officer
     Loan Administration


<page>

Exhibit 99.5

Ocwen logo here

Ocwen Federal Bank FSB
Compliance Certification Year Ended December 31, 2004
GSAMP 2004 HE2

The undersigned Officer of Ocwen Federal Bank FSB (the "Servicer") confirms
that a review of the activities of the Servicer during the calendar year
ending December 31, 2004 and of the performance of the Servicer under the
Pooling and Servicing Agreement for, dated July 1, 2004 GSAMP Trust 2004-HE2
(the "Servicing Agreement") has been made under his supervision.  Except as
noted on the Management Assertion on Compliance with USAP, to the
best of the undersigned Officer's knowledge, based on such review, the
Servicer has fulfilled all of its obligations as set forth in the Servicing
Agreement.

By: /s/: Scott W. Anderson
Scott W. Anderson, Senior Vice President

Dated: March 15, 2005




Ocwen Federal Bank FSB
1675 Palm Beach Lakes Boulevard, West Palm Beach, FL 33401
Mail to: P.O Box 24737, West Palm Beach, FL 33416-4737


<page>

Exhibit 99.6

PRICEWATERHOUSECOOPERS logo here

PricewaterhouseCoopers, LLP
222 Lakeview Avenue
Suite 360
West Palm Beach, FL 33401
Telephone (561) 832-0038
Facsimile (561) 805-8181

INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANT'S REPORT

To the Board of Directors
of Ocwen Federal Bank FSB:

We have examined management's assertion, included in the accompanying
Management Assertion on Compliance with USAP, that, except for the
noncompliance related to reconciliations described in the third paragraph
and the noncompliance related to adjustable rate mortgages described in the
fifth paragraph, Ocwen Federal Bank FSB (the "Bank") complied with the
minimum servicing standards identified in the Mortgage Bankers Association
of America's ("MBA's") Uniform Single Attestation Program for Mortgage Bankers
("USAP") as of and for the year ended December 31, 2004.  Management is
responsible for the Bank's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about
the Bank's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, including
examining, on a test basis, evidence about the Bank's compliance with the
minimum servicing standards and performing such other procedures as we
consider 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 the Bank's compliance with the minimum
servicing standards.

Our examination disclosed noncompliance with minimum servicing standards
related to account reconciliation and adjustable rate mortgages applicable
to the Bank during the year ended December 31, 2004.  Such noncompliance is
described in the accompanying Management Assertion on Compliance with USAP.

In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards, except for noncompliance as
described in the accompanying Management Assertion on Compliance with USAP,
as of and for the year ended December 31, 2004 is fairly stated, in all
material respects.

/s/: PricewaterhouseCoopers LLP

March 29, 2005

<page>

Ocwen logo here


MANAGEMENT ASSERTION ON COMPLIANCE WITH USAP

March 11, 2005

As of and for the year ended December 31, 2004, except as specifically noted
below, Ocwen Federal Bank FSB (the "Bank") has complied in all material
respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's ("MBA's") Uniform Single Attestation Program
for Mortgage Bankers ("USAP").

    Standard: Reconciliations shall be prepared on a monthly basis for all
    custodial bank accounts and related bank clearing accounts.  These
    reconciliations shall be mathematically accurate, be prepared within forty
    five (45) calendar days of the cutoff date; be reviewed and approved be
    someone other than the person who prepared the reconciliation; and
    documents explanations for reconciling items.  These reconciling items
    shall be resolved within ninety (90) calendar days of their original
    identification.

Certain reconciling items which arose during the year ended December 31,
2004 were not cleared within 90 days of their original identification.
Management has developed and implemented an action plan and continues to
resolve outstanding reconciling items.  All significant reconciling items
have been isolated and reviewed by the Bank, and the Bank believes these
items will not have a material impact on the status of any custodial accounts.

    Standard: Adjustments on ARM loans shall be computed based on the related
    mortgage note and any ARM rider.

Certain ARM loans serviced by the Bank have odd due dates (i.e., due dates
other than the first day of the month).  The mortgage notes or ARM riders for
some of the odd due date loans establish a look-back date for the applicable
index at a certain number of days prior to each Change Date, for example, 45
days prior to the effective Change Date.  The Bank determines the look-
back date by using a 30-day month when subtracting the actual number of look-
back days stated in the Mortgage Note or ARM rider from the effective Change
Date.  Some months that have more or less than 30 days may therefore have a
miscalculated look-back date, resulting in the index rate being used on an
incorrect date, but generally no more than two-business day difference.  This
has resulted in some minor differences in the calculated monthly payment
amount, which could be either higher or lower, depending on the movement in
interest rates.

<page>

Ocwen logo here

Management has implemented a corrective action plan to revise the internal
procedures for processing these types of ARM adjustments, which includes
adjusting the borrower accounts where necessary.  The Bank believes that
these differences did not have a material impact on any mortgagor or
investor.

As of and for this same period, the Bank had in effect a fidelity bond in the
amount of $15,000,000 and an errors and omissions policy in the amount of
$5,000,000.





/s/: Ronald M Faris
     Ronald M Faris
     President

/s/: Scott W. Anderson
     Scott W. Anderson
     Senior Vice President of Residential Assets

/s/: Brian J. LaForest
     Brian J. LaForest
     Director of Investor Reporting

/s/: Paul E. Neff
     Paul E. Neff
     Director of Servicing Operations



<page>

Exhibit 99.7

Servicer's Statement of Compliance

The undersigned Officer certifies the following for the 2004 fiscal year.

(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the applicable Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
and to the best of this Officer's knowledge, the Servicer has fulfilled all of
its duties, responsibilities or obligations under these Agreements throughout
such year, or if there has been a default or failure of the Servicer to
perform any of such duties, responsibilities or obligations, a description of
each default or failure and the nature and status thereof has been reported as
appropriate and is set forth below.

Exceptions: None.

(B) The Servicer is currently an approved FNMA (#23221-000-1) and FHLMC
(#298704) servicer in good standing;

(C) The Fidelity Bond and the Errors and Omissions Insurance Policy required
under the terms of the applicable Servicing Agreement, Trust Agreement,
Pooling and Servicing Agreement and/or Seller/Service Guide are currently in
the process of being renewed; a copy of the related declaration page
evidencing each such policy will follow under separate cover;

(D) All Custodial Accounts have been reconciled in accordance with the terms
of the applicable Servicing Agreement, Trust Agreement, Pooling and Servicing
Agreement and/or Seller/Servicer Guide;

(E) All information statements required to be filed pursuant to Internal
Revenue Code section 6050H, 6050J and/or 6050P have been timely filed; and

(F) The Servicer has a viable contingency plan to minimize financial loss and
disruptions of service to the institutions and customers it serves and to
ensure a timely resumption of operations in the event of a disaster.


This certification covers the period of January 1, 2004 through
December 31, 2004.




Ameriquest Mortgage Company

By: /s/: Jane Johnson
By:      Jane Johnson
Title:   Executive Vice President
         Loan Servicing Division








<page>

GOLDMAN SACHS & CO. DISTRIBUTION LIST

Re:  GSAMP 2004-AR1; GSAMP 2004-AR2; GSAMP 2004-HE2; GSAMP 2004-HE10

Trustee:

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, CA  92705-4934
Attention:  Ronaldo Reyes

Bond Insurer:

Financial Guaranty Insurance Company
125 Park Avenue
New York, New York  10017

Financial Security Assurance, Inc.,
350 Park Avenue
New York, NY  10022
Attention:  Transaction Oversight

Rating Agencies:

Fitch Ratings, Inc.
One State Street
30th Floor, Residential Mortgage
New York, New York 10004
Attn:  Quincy Tang

Moodys Investor Service, Inc.
99 Church Street, 4th Floor
New York, NY  10007

Standard & Poor's
55 Water Street, 41st Floor
New York, New York  10041-0003
Attn:  Residential Mortgage Surveillance Group


<page>

Exhibit 99.8

Deloitte
Deloitte & Touche LLP

Suite 1200
695 Town Center Drive
Costa Mesa, CA 92626-7188
USA
Tel: +1 714 436 7100
Fax: +1 714 436 7200
www.deloitte.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Audit Committee
Ameriquest Mortgage Company

We have examined manangement's assertion that Ameriquest Mortgage Company
(the "Company") has complied, as of and for the year ended December 31,
2004,with its established minimum servicing standards described in the
accompanying Management's Assertion, dated February 28, 2005.  Management
is responsible for the Company's compliance with those minimum servicing
standards.  Our responsibility is to express an opinion on Mangement's
Asserertion 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, including 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, 2004, is fairly stated, in all material respects,
based on the criteria as set forth in Appendix I.


/s/: Deloitte & Touche LLP
Deloitte & Touche LLP
February 28, 2005



<page>


Ameriquest Mortgage Company logo here

February 28, 2005

Management's Assertion

As of and for the year ended December 31, 2004, Ameriquest Mortgage Company
(the "Company") has complied, in all material respects, with the Company's
established minimum servicing standards for residential mortgage loans as
set forth in Appendix I (the "Standards").  The Standards are based on
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers.

As of and for this same period Ameriquest Mortgage Company
was covered by a fidelity bond ranging from  $50,000,000 to $100,000,000
and an errors and omissions policy of $15,000,000.







/s/: Wayne Lee
     Wayne Lee
     President

/s/: Jane Johnson
     Jane Johnson
     Executive Vice President
     Director of Loan Servicing

/s/: Karen Christensen
     Karen Christensen
     Executive Vice President
     Chief Financial Officer


1100 Town & Country Road, Suite 1100, Orange, CA 92868 Phone (714) 541-9960


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APPENDIX I

MIMIMUM SERVICING STANDARDS
AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

I. Custodial Bank Accounts

1. Reconciliations shall be prepared on a monthly basis for all custodial
   bank accounts and related bank clearing accounts.  These
   reconciliations shall:

   a   Be mathematically accurate;

   b   Be prepared within forty-five (45) calendar days after the cutoff;

   c   Be reviewed and approved by someone other than the person who
       prepared the reconciliation; and

   d   Document explanations for reconciling items.  These reconciling
       items shall be resolved within ninety (90) calendar days of
       their original identification.

2. Funds of the servicing entity shall be advanced in cases where there
   is an overdraft in an investor's or a mortgagor's account.

3. Each custodial account shall be maintained at a federally insured
   depository institution in trust for the applicable investor.

4. Escrow funds held in trust for a mortgagor shall be returned to
   the mortgagor within thirty (30) calendar days of payoff of the
   mortgage loan.

II. Mortgage Payments

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

2. Mortgage payments made in accordance with the mortgagor's loan
   documents shall be posted to the applicable mortgagor records within
   two business days of receipt.

3. Mortgage payments shall be allocated to principal, interest, insurance,
   taxes or other escrow items in accordance with the mortgagor's loan
   documents.

4. Mortgage payments identified as loan payoffs shall be allocated in
   accordance with the mortgagor's loan documents.


III. DISBURSEMENTS

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

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

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3. Tax and insurance payments shall be made on or before the penalty or
   insurance policy expiration dates, as indicated on tax bills and
   insurance premium notices, respectively, provided that such support has
   been received by the servicing entity at least thirty (30)  calendar
   days prior to these dates.

4. Any late payment penalties paid in conjunction with the payment of any tax
   bill or insurance premium notice shall be paid from the servicing entity's
   funds and not charged to the mortgagor, unless the late payment was due to
   the mortgagor's error or omission.

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

6. Unused checks shall be safeguard so as to prevent unauthorized access.


IV. INVESTOR ACCOUNTING AND REPORTING

1. The servicing entity's investor reports shall agree with, or reconcile to,
   investors' records on a monthly basis as to the total unpaid principal
   balance and number of loans serviced by the servicing entity.

V. MORTGAGOR LOAN ACCOUNTING

1. The servicing entity's mortgage loan records shall agree with, or reconcile
   to, the records of mortgagors with respect to the unpaid principal balance
   on a monthly basis.

2. Adjustments on ARM loans shall be computed based on the related mortgage
   note and any ARM rider

3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
   loan documents, on at least an annual basis.

4. Interest on escrow accounts shall be paid, or credited, to mortgagors
   in accordance with the applicable state laws.

VI. 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
   mortgage payment rescheduling plans in cases where the delinquency is
   deemed temporary (e.g., illness or unemployment).

VII. INSURANCE POLICIES

1. A fidelity bond and errors and omissions policy shall be in effect on the
   servicing entity throughout the reporting period in the amount of
   coverage represented to investors in management's assertion.