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, 2003

[ ]      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  333-100818-07

                         GS MORTGAGE SECURITIES CORP
             (Exact name of registrant as specified in its charter)


       Delaware                                       13-6357101
 (State or other jurisdiction of               (IRS Employer Identification No.)
     incorporation)

85 Broad Street
New York, NY                                                    10004
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code :  (212) 902-1000

                         GSR Mortgage Loan Trust 2003-3F
               Mortgage Pass-Through Certificates, Series 2003-3F
            (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 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>

GSR Mortgage Loan Trust 2003-3F
Mortgage Pass-Through Certificates, Series 2003-3F
-----------------------------------------------------------------------

PART I

Item 1.  Business

         Not Applicable.

Item 2.  Properties

         Not Applicable.

Item 3.  Legal Proceedings

     The Registrant is not aware of any material legal  proceeding  with respect
to the Company, the Servicers or the Trustee, as related to the Trust.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matter was  submitted  to a vote or  consent  of Holders of the  Offered
Certificates during the fiscal year covered by this report.


PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The Trust does not issue stock. There is currently no established secondary
market for the  Certificates.  As of December 31, 2003, the number of holders of
each Class of Offered Certificates was 44.


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

     There was no change of accountants or disagreement  with accountants on any
matter of accounting principles or practices or financial disclosure.

Item 9A. Controls and Procedures.

         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

         No reportable transactions have occurred.

Item 14. Principal Accounting Fees and Services

         Not applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Not applicable.

(b) Reports on Form 8-K: The following  Current Reports on Form 8-K with respect
    to the Trust were filed by the Registrant for the last quarter of 2003.

    Current Reports on Form 8-K dated  October 27, 2003,  November  25,  2003,
    and December 26, 2003 were filed for the  purpose of filing the  Monthly
    Statement sent to the Holders of the Offered  Certificates  for payments
    made on the same date. The items reported in such Current Report were
    Item 5 and Item 7.

(c) Exhibits to this report.

     Annual  Independent  Accountants'  Servicing  Report  concerning  servicing
activities filed as Exhibit 99.1 hereto.

     Report of Management as to Compliance with Minimum Servicing  Standards for
filed as Exhibit 99.2 herto.

     Annual Statement as to Compliance filed as Exhibit 99.3 hereto.

d) Not applicable.


                                      -3-

<PAGE>


GSR Mortgage Loan Trust 2003-3F
Mortgage Pass-Through Certificates, Series 2003-3F
-----------------------------------------------------------------------

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.


Date: March 26, 2004             By:   /s/ Janet Bell
      ----------------------             --------------------------------------
                                  Name:  Janet Bell
                                 Title:  Chief Executive Officer





                                      -4-
<PAGE>
                            DEPOSITOR CERTIFICATION

     Re: GSR Mortgage  Loan Trust 2003-3F (the  "Trust")  Mortgage  Pass-Through
Certificates,  Series 2003-3F, issued pursuant to the Trust Agreement,  dated as
of March 1, 2003 (the  "Trust  Agreement"),  among  JPMorgan  Chase Bank,  as
trustee (the  "Trustee"),  and GS Mortgage  Securities  Corp., as depositor (the
"Depositor"),  and serviced by Wells Fargo Home  Mortgage,  Inc.,  National City
Mortgage Co., Bank of America, N.A. (the "Servicers") pursuant to the respective
servicing agreement (the "Servicing Agreement").

I, Janet Bell , 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  Trust
Agreement and Servicing Agreements,  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  Servicing  Agreements,  and  except as  disclosed  in the
Reports,  the Servicers have  fulfilled  their  obligations  under the Servicing
Agreements; 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 Trust  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
Servicers.


     Date:  March 26, 2004
           --------------------------------

       By:   /s/ Janet Bell
            --------------------------------------
     Name:  Janet Bell
     Title: Chief Executive Officer



                                      -5-

<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.

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.

                                      -6-
<PAGE>


                                 EXHIBIT INDEX

Exhibit     Description

99.1    Annual Independent Accountants' Servicing Report

        a) Wells Fargo Home  Mortgage,  Inc., as Servicer
        b) National City Mortgage Co., as Servicer
        c) Bank of America, N.A., as Servicer

99.2   Report of Management as to Compliance with Minimum Servicing  Standards

        a) Wells Fargo Home  Mortgage,  Inc.,as Servicer
        b) National City Mortgage Co., as Servicer
        c) Bank of America, N.A., as Servicer

99.3    Annual Statement as to Compliance

        a) Wells Fargo Home  Mortgage,  Inc.,as Servicer
        b) National City Mortgage Co., as Servicer
        c) Bank of America, N.A., as Servicer

                                      -7-
<PAGE>


                                  EXHIBIT 99.1
                Annual Independent Accountants' Servicing Report
                        -------------------------------

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


                        INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
Wells Fargo Home Mortgage, Inc.:

     We have examined management's  assertion dated February 25, 2004 that Wells
Fargo Home  Mortgage,  Inc.  (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, 2003.  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, 2003, is fairly stated, in all material respects.

By:  /s/  KPMG
--------------------
     KPMG

February 25, 2004

                                      -8-

<page>

Ernest & Young LLP
1300 Huntington Building
Cleveland, Ohio


                 Report on Management's Assertion on Compliance
               With Minimum Servicing Standards Set Forth in the
            Uniform Single Attestation Program for Mortgage Bankers

                       Report of Independent Accountants

Board of Directors
National City Mortgage Co.

     We have  examined  management's  assertion,  included  in the  accompanying
report  titled  Report of  Management,  that  National  City  Mortgage  Co.(NCM)
complied with the minimum servicing  standands set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) during the year ended December 31, 2003.  Management is  responsible  for
NCM's compliance with those  requirements.  Our  responsibility is to express an
opinion  on  management's   assertion  about  NCM's   compliance  based  on  our
examination.

     Our  examination  was  made  in  accordance  with   attestation   standards
established  by the  American  Institute  of Certified  Pubic  Accountants  and,
accordingly,  included  examining,  on a test  basis,  evidence  about the NCM's
compliance with those  requirements  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 NCM's compliance with specified requirements.

     In  our  opinion,  management's  assertion,  that  NCM  complied  with  the
aforementioned  requirements  during the year ended  December 31, 2003 is fairly
stated, in all material respects.

     This report is intended  solely for the information and use of the board of
directors,  management, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association and NCM's private
investors  and is not  intended to be and should not be used by anyone oher than
these specified parties.

Ernest & Young LLP

February 25, 2004
                                      -9-

<page>


PricewaterhouseCoopers, LLP
214 N. Tryon Street
Suite 3600
Charlotte, NC  28202
Telephone:  (704) 344-7500
Facsimile:  (704) 344-4100


                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholder
of Bank of America, N.A.


     We have examined  management's  assertion about  compliance by the Mortgage
division of Bank of America, N.A. (the "Company"), an operating division of Bank
of  America,  N.A.,  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,  2003
included in the accompanying management assertion (see Exhibit 1). Management is
responsible for the Company's compliance with the 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 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  other  such  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, 2003 is fairly stated, in all material respects.


By:  /s/ PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC

March 2, 2004


                                      -10-

<page>



                                  EXHIBIT 99.2
     Report of Management as to Compliance with Minimum Servicing Standards
                                  -----------

Wells Fargo Home Mortgage
1 Home Campus
Des Moines, IA  50328-0001



MANAGEMENT ASSERTION

     As of and for the year ended December 31, 2003,  Wells Fargo Home Mortgage,
Inc. 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,  Wells
Fargo Home Mortgage, Inc. had in effect a fidelity bond along with an errors and
omissions policy in the amount of $100 million and $20 million, respectively.



By:  /s/ Pete Wissinger                         February 25, 2004
     --------------------------
     Pete Wissinger
     Chief Executive Officer

By:  /s/ Michael J. Heid                        February 25, 2004
     --------------------------
     Michael J. Heid
     Chief Financial Officer
     Executive Vice President

By:  /s/ Michael Lepore                         February 25, 2004
     --------------------------
     Michael Lepore
     Executive Vice President
     Loan Servicing

By:  /s/ Robert Caruso                          February 25, 2004
     --------------------------
     Robert Caruso
     Executive Vice President
     Servicing Operations


                                      -11-

<page>

National City Mortgage Co.
3232 Newmark Drive
Miamisburg, Ohio  45342
telephone (937) 910-1200



        Management's Assertion on Compliance with the Minimum Servicing
       Standards Set Forth in the Uniform Single Attestation Program for
                                Mortgage Bankers

                              Report of Management

     We, as members of  management  of  National  City  Mortgage  Co.  (NCM) are
responsible for complying with the minimum  servicing  standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage  Bankers  (USAP).  We are also  responsible  for  establishing  and
maintaining effective internal control over compliance with these standards.  We
have  performed an evaluation  of NCM's  compliance  with the minimum  servicing
standards as set forth in the USAP as of December 31, 2003 and for the year then
ended.  Based on this evaluation,  we assert that during the year ended December
31, 2003, NCM complied,  in all material  respects,  with the minimum  servicing
standards set forth in the USAP.

     As of and for this same  period,  NCM had in effect a fidelity  bond in the
amount of $200 million and an error and  omissions  policy in the amount of $200
million.


/s/ Charles Abourezk
-----------------------
Charles Abourezk
Senior Vice President


February 25, 2004

                                      -12-
<page>


Bank of America
475 CrossPont Parkway
P.O. Box 9000
Cetzville, NY 96068-9000


OFFICER'S CERTIFICATE

     Pursuant to the terms of the Servicing  Agreement,  the undersigned officer
certifies to the following:

     1. All hazard (or  mortgage  impairment  if  applicable),  flood,  or other
casualty  insurance and primary mortgage  guaranty  insurance  premiums,  taxes,
ground rents,  assessments,  and other charges have been paid in connection with
the Mortgaged Properties;

     2.  Each  officer  has  reviewed  the  activities  and  performance  of the
Seller/Servicer  during  the  preceding  calendar  year  and to the best of each
officer's knowledge, based on such review, the Seller/Servicer has fulfilled all
of its obligations under the Agreement throughout the year.

Certified By:   /s/ Cynthia A. Mech
                ------------------------
                Cynthia A. Mech
                Vice President

                                      -13-

<PAGE>


                                  EXHIBIT 99.3
                        Annual Statement as to Compliance
                        -------------------------------



Wells Fargo Home Mortgage, Inc.
1 Home Campus
Des Moines, IA  50328-0001



RE:  2003 Annual Certification

     We hereby  certify to the best of our  knowledge  and  belief  that for the
calendar year of 2003:

     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 beenpaid (if applicable).

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

     4. We have made all preperty 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  Gguide or  similar  agreements  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,


By:     /s/ John B. Brown
        ------------------
        John B. Brown
        Vice President
        Wells Fargo Home Mortgage, Inc.



                                      -14-
<page>

National City Mortgage Co.
3232 Newmark Drive
Miamisburg, Ohio  45342
telephone (937) 910-1200


JPMorgan Chase Bank
Attn:  Tom Venusti
4 New York Plaza, 6th floor
New York, NY 10004

RE:     Officer's Certification - National City Mortgage
        Inv. 909 - GSR 2003-1
        Inv. 910 - GSR 2003-2F
        Inv. 919 - GSR 2003-3F
        Inv. 928 - GSR 2003-4F

Dear Master Servicer:

The undersigned Officer certifies the following for the 2003 fiscal year:

a.   I have 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 and
     to the best of this Officer's knowledge,  the Servicer has fulfilled all of
     its duties, responsibilities or obligations under the Agreements throughout
     the year;

b.   I have  confirmed  that the Servicer is currently an approved FNMA or FHLMC
     servicer in good standing;

c.   I have confirmed thta the Fidelity Bond, the Errors and Omissions Insurance
     Policy  and any other  bonds  required  under  the  terms of the  Servicing
     Agreement,   Trust  Agreement,   Pooling  and  Servicing  Agreement  and/or
     Seller/Servicer Guide are in full forece and effect;

d.   All premiums for each Hazard Insurance  Policy,  Flood Insurance Policy (if
     applicable) and Primary Mortgage  Insurance  Policy (if  applicable),  with
     respect  to each  Mortgaged  Property,  have  been  paid  and that all such
     insurance policies are in full force and effect;

e.   All real estate  taxes,  governmental  assessments  and any other  expenses
     accrued and due, that if not paid could result in a lien or  encumbrance on
     any  Mortgaged  Property,  have been paid, or if any such costs or expenses
     have not been paid with respect to any Mortgaged  Property,  the reason for
     the non-payment has been reported to Chase Manhattan Mortgage Corporation;

f.   All custodial accounts have been reconciled and are properly funded; and

g.   All annual reports of  Foreclosure  and  Abandonment of Mortgaged  Property
     required per section 6050H,  6050J and 6050P of the Internal  Revenue Code,
     respectively, have been prepared and filed.


Certified By:

/s/ Mary Beth Criswell
---------------------------
Mary Beth Criswell
Vice President

March 12, 2004

                                      -15-

 <page>

Bank of America
Bank of America Mortgage
101 E. Main Street, Suite 400
P.O. Box 35140
Louisville, Kentucky  40232-5140


                  MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE
                     WITH USAP MINIMUM SERVICING STANDARDS

March 2, 2004

     As of and for the year ended  December 31, 2003,  the Mortgage  division of
Bank of America, 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 ("USAP").

As of and for this same  period,  the Company had in effect a fidelity  bond and
errors and ommissions  policy in the amounts of $840,000,000  and  $770,000,000,
respectively.



By:  /s/ Kevin M. Shannon                       By:  /s/ H. Randall Chestnut
-------------------------                       ---------------------------
Kevin M. Shannon                                H. Randall Chestnut
President                                       Senior Vice President
Consumer Real Estate                            Bank of America, N.A.
Bank of America, N.A.


By:  /s/ Aashish Karnal                         By:  /s/ Gary K. Bettin
-------------------------                       ---------------------------
Aashish Karnal                                  Gary K. Bettin
Senior Vice President and                       Senior Vice President
Managing Director                               National Servicing Executive
Bank of America, N.A.                           Bank of America, N.A.


By:  /s/ J. Mark Hanson
-------------------------
J. Mark Hanson
Senior Vice President
Bank of America, N.A.

                                      -16-