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, 2004

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                                        Commission File Number 333-113543-14

                       MORGAN STANLEY ABS CAPITAL I INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                            13-3939229
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

1585 Broadway, 2nd Floor,
New York, New York                                               10036
(Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code : (212) 761-4000


                       CDC Mortgage Capital Trust 2004-HE3
               Mortgage Pass-through Certificates, Series 2004-HE3
            (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 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 an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes  No [X]


Documents incorporated by reference:  None



<PAGE>
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,  Related Stockholder Matters
        and Issuer Purchases of Equity Securities.

     There is  currently  no  established  secondary  record for the  registered
market for the  certificates  known to the Registrant.  As of December 31, 2004,
the number of holders of record for the registered  certificates was 23 based on
records provided by DTC.

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.

         Not Applicable.

                                      -2-

<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.

         Not Applicable.

Item 14. Principal Accounting Fees and Services.

         Not Applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:

    (1) Financial Statements:

         Not Applicable.

    (2)  Financial Statement Schedules:

         Not Applicable.

    (3)  Exhibits:

        Exhibit 33.1 Rule 13a-14(a)/15d-14(a) Certification

        Exhibit 99.1  Annual Independent Accountants' Servicing Report
        with Management Assertion for year ended December 31, 2004

        Exhibit 99.2  Annual Servicer's Statement of Compliance,
        for year ended December 31, 2004

        Exhibit 99.3  2004 Aggregate Distribution Amounts

(b) Exhibits to this report are listed in Item (15)(a)(3)above.

(c) Not Applicable.


                                      -3-
<PAGE>


CDC Mortgage Capital Trust 2004-HE3
Mortgage Pass-through Certificates, Series 2004-HE3
--------------------------------------------------------

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.


              MORGAN STANLEY ABS CAPITAL I INC., as Depositor

              By: /s/  Craig Phillips
                      -----------------------------
                   Name:  Craig Phillips
                  Title:  President
                   Date:  March 29, 2005




                                      -4-
<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.

     (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  certificatholder  with  respect  to any  annual  or other
meeting of certificateholders

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.

                                      -5-
<PAGE>



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

     Re: CDC Mortgage Capital Trust 2004-HE3 Mortgage Pass-Through Certificates,
Series 2004-HE3,  issued pursuant to the Pooling and Servicing Agreement,  dated
as of August 1,  2004 (the  Pooling  and  Servicing  Agreement"),  among  Morgan
Stanley ABS Capital I Inc., as depositor (the "Depositor",  CDC Mortgage Capital
Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian
(the  "Custodian"),  JPMorgan  Chase  Bank,  as  trustee  (the  "Trustee"),  and
Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

I, Craig Phillips, 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 the  Depositor
relating to the above-referenced trust and series of certificates;

     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 Agreement for inclusion in the Reports is included in these 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 Servicer has fulfilled its obligations under the Pooling 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 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  and the
Servicer.


       /s/  Craig Phillips
          -----------------------
Name:   Craig Phillips
Title:  President
        Morgan Stanley ABS Capital I Inc.

Date:   March 29, 2005


<PAGE>



                                  EXHIBIT 99.1
                Annual Independent Accountants' Servicing Report
                            with Management Assertion



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


                        Independent Accountants' Report

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' 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 Loans  Servicing,  L.P., a wholly-owned
subsidiary of CHL, complied with the aforementioned  minimum servicing standards
as of and for year ended  December  31, 2004 is fairly  stated,  in all material
respects.

By:  /s/ KPMG LLP
---------------------------
March 17, 2005

<PAGE>

                                                Countrywide Home Loans

                             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  for  Mortgage
Bankers.  As of and for this same  period,  the Company had in effect a fidelity
bond and  errors ad  omissions  policy in the  amount of $200  million  and $100
million, respectively.

Sincerely,

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

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


                                  EXHIBIT 99.2
                   Annual Servicer's Statement of Compliance





Countrywide
400 Countrywide Way, SV-44
Simi Valley, California 93065-6298
(805) 520-5100

March 25, 2005


Morgan Stanley ABS Capital I Inc.
Re: CDC 2004-HE1, CDC 2004-HE2, CDC 2004-HE3, IXIS 2004-HE4
1585 Broadway
New York, NY  10036

Deutsche Bank
Re: CDC 2004-HE1, CDC 2004-HE2, CDC 2004-HE3, IXIS 2004-HE4
1761 E. St. Andrews Place
Santa Ana, CA  92705

JP Morgan Chase Bank, N.A.
4 New York Plaza - 6th Floor
New York, NY  10004


                             OFFICER'S CERTIFICATE

I, Joseph M. Candelario, hereby 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 Pooling and Servicing
Agreements, listed on Exhibit I hereto (the "Agreements"), for Countrywide Home
Loans Servicing LP.(the "Servicer"), the following:

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


By: /s/ Joseph M. Candelario                    March 25, 2005
----------------------------                    --------------
Joseph M. Candelario                            Date
First Vice President
Compliance Officer
Loan Administration


re: Investor Numbers
See Deal Name Listing on Exhibit I
See Deal Name Listing on following page.

                                                        Exhibit I

1.   CDC Mortgage Capital Trust 2004-HE1: Pooling and Servicing Agreement, dated
     as of February 1, 2004.

2.   CDC Mortgage Capital Trust 2004-HE2: Pooling and Servicing Agreement, dated
     as of May 1, 2004.

3.   CDC Mortgage Capital Trust 2004-HE3: Pooling and Servicing Agreement, dated
     as of August 1, 2004.

4.   IXIX Real Estate Capital Trust 2004-HE4: Pooling and Servicing  Agreement,
     dated as of November 1, 2004.

<page>


                                  EXHIBIT 99.3

                      CDC Mortgage Capital Trust 2004-HE3
                      2004 Aggregate Distribution Amounts
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
---------------------------------------------------------------------------------------
                      Original       Principal          Interest         Ending balance
Class  Cusip        Face Value        Paid               Paid         December 27, 2004
---------------------------------------------------------------------------------------

A1    12506YDD8   $304,567,000.00   $34,595,452.53   $2,226,737.65    $ 269,971,547.47
A2    12506YDE6    232,705,000.00    25,776,808.59    1,727,692.89      206,928,191.41
M1    12506YDF3     41,861,000.00             0.81      358,109.22       41,860,999.19
M2    12506YDG1     32,962,000.00             0.00      348,426.65       32,962,000.00
M3    12506YDH9      9,559,000.00             0.00      107,575.92        9,559,000.00
B1    12506YDJ5      8,240,000.00             0.00      105,401.04        8,240,000.00
B2    12506YDK2      6,922,000.00             0.00       90,907.01        6,922,000.00
B3    12506YDL0      6,592,000.00             0.00      127,113.90        6,592,000.00
B4    12506YDM8      6,592,000.00             0.00      127,113.90        6,592,000.00
P                          100.00             0.00    1,321,424.76              100.00
R                            0.00             0.00            0.00                0.00

X     BCC0GBNM5   $  9,229,109.00   $         0.00   $7,501,207.24    $   9,229,109.00
--------------------------------------------------------------------------------------

</TABLE>