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

                                FORM 10-K/A

                              Ammendment No.2


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 2006
                          -----------------------------------------------

                                    or

[ ] 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 of issuing entity  333-131136-17
                                         -------------------

                   Citigroup Mortgage Loan Trust 2006-HE3
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          (Exact name of issuing entity as specified in its charter)


Commission file number of registrant  333-138237
                                     -------------------

                     Citigroup Mortgage Loan Trust Inc.
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          (Exact name of registrant as specified in its charter)


                    Citigroup Global Markets Realty Corp.
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          (Exact name of sponsor as specified in its charter)



       Delaware                                     01-0791848
------------------------------          ---------------------------------
State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization                   Identification No.)

 390 Greenwich Street, 14th Floor, New York, New York         10013
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(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code  (212) - 816 - 6000
                                                  -----------------------


This Annual Report on Form 10-K/A omits to disclose the Assessment of
Compliance with Servicing Criteria set forth in Item 1122(d) of
Regulation AB and the Attestation Report of Union Bank of California,
N.A. required by Rule 15d-18 of the Securities Exchange Act of 1934,
as amended.


Securities registered pursuant to Section 12(b) of the Act:   NONE.

     Title of each class                     Name of each exchange of
                                                which registered


----------------------------------      ---------------------------------

----------------------------------      ---------------------------------


        Securities registered pursuant to section 12(g) of the Act:  None.


-------------------------------------------------------------------------
                              (Title of class)


-------------------------------------------------------------------------
                              (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

                      Yes                       No   X
                          -------                  -------

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).

None



This Amendment No. 2 to the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 2, 2007 (Accession No. 0001382887-
07-000001) by Citigroup Mortgage Loan Trust 2006-HE3 (the "Initial 10-K"), for
the fiscal year ended December 31, 2006, is being filed for the sole purpose
of restating the assessment of American Security Insurance Company, Standard
Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (the
"Asserting Party") for the reporting period of January 1, 2006 through
December 31, 2006.  The restated assessment, provided to the registrant in
February 2008, identifies a material instance of noncompliance with the
servicing criteria set forth in Item 1122(d)(4)(xii) under Regulation AB.
Specifically, the Asserting Party did not have, during the applicable
reporting period, sufficient policies and procedures to capture the
information with respect to the Platform Transactions necessary to determine
compliance with Item 1122(d)(4)(xii).  In response to a Securities and
Exchange Commission comment, as of January 1, 2008, the Asserting Party
has implemented practices and procedures to capture the information necessary
to assess compliance with Item 1122(d)(4)(xii).


                                    PART I


Item 1. Business.

Not Applicable.


Item 1A. Risk Factors.

Not Applicable.


Item 1B. Unresolved Staff Comments.

None.


Item 2. Properties.

Not Applicable.


Item 3. Legal Proceedings.

There were no legal proceedings


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

There were no matters submitted to a vote of the Security Holders


                                    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 exist.  There
are approximately 33 holders of record as of the end of the reporting
year.


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

Not Applicable.


Item 9A. Controls and Procedures.

Not Applicable.


Item 9B. Other Information.

On March 1, 2007, the servicing of the Mortgage Loans transferred from
New Century Mortgage Corporation to Wells Fargo Bank, N.A., in
accordance with the terms of the Pooling and Servicing Agreement.


                                     PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Not Applicable.


Item 11. Executive Compensation.

Not Applicable.


Item 12. Security Ownership of Certain Beneficial Owners and Management and

Not Applicable.


Item 13. Certain Relationships and Related Transactions, and Director
Independence.

Not Applicable.


Item 14. Principal Accounting Fees and Services.

Not Applicable.


      Substitute Information Provided in Accordance
        with General Instruction J(2) to Form 10-k


Item 1112(b) of Regulation AB. Significant Obligor Financial Information

  No Applicable Updates.


Item 1114(b)(2) and 1115(b) of Regulation AB. Credit Enhancement and
Other Support.

  No Applicable Updates


Item 1117 of Regulation AB.  Legal Proceedings.

DOL Investigation.  On August 2, 2004, the U.S. Department of Labor, Wage and
Hour  Division, or DOL, informed New Century Mortgage Corporation ("New Century
Mortgage"), an indirect wholly owned subsidiary of New Century Financial
Corporation (the "Company"), that it is conducting an investigation to
determine whether New Century Mortgage is in compliance with the Fair Labor
Standards Act, or FLSA.  The DOL narrowed the scope of its investigation to
overtime compensation paid to retail loan officers in an Irvine, California
operation.  New Century Mortgage believes it is in compliance with the FLSA and
that it properly pays overtime wages.  In April 2005, New Century Mortgage
provided requested documents and awaits a response from the DOL.

Rubio.  In March 2005, Daniel J. Rubio, a former retail loan officer of New
Century Mortgage, filed a class action complaint against New Century Mortgage
in the Superior Court of Orange County, California.  The complaint alleges
failure to pay overtime wages, failure to provide meal and rest periods, and
that New Century Mortgage engaged in unfair business practices in violation of
the California Labor Code.  The complaint seeks recovery of unpaid wages,
interest, and attorneys' fees and costs.  New Century Mortgage filed a motion
to strike and demurrer to the complaint in May 2005. On July 8, 2005, the court
overruled the demurrer and granted the motion to strike.  A First Amended
Complaint was filed in July 2005 and New Century Mortgage filed its answer in
August 2005.  In December 2005, New Century Mortgage filed a motion to strike
portions of the complaint, which was granted in New Century Mortgage's favor,
limiting the statute of limitations for plaintiff's meal and rest period claims
to one year.  The court reconsidered and reversed its ruling in May 2006.  A
Second Amended Complaint was filed by plaintiff, adding a cause of action for
failure to pay overtime in violation of the FLSA.  In July 2006, mediation
occurred, followed by New Century Mortgage's removal of the case to the United
States District Court, Central District of California in August 2006.  In
September 2006, the court granted New Century Mortgage's motion to strike,
limiting the statute of limitations for plaintiff's meal and rest period claims
to one year.  Plaintiff's Third Amended Complaint was filed in October 2006.
In December 2006, the Court granted New Century Mortgage's motion to strike the
punitive damages allegations from the plaintiff's Third Amended Complaint and
denied New Century Mortgage's motion to dismiss the sixth cause of action for
alleged wage statement violations.  In December 2006, the parties stipulated
to plaintiff filing a Fourth Amended Complaint adding plaintiffs John Hicks
and David Vizcarra.

Bonner.  In April 2005, Perrie Bonner and Darrell Bruce filed a class action
lawsuit against New Century Mortgage and Home123 Corporation, an indirect
wholly owned subsidiary of the Company ("Home123") in the U.S. District Court,
Northern District of Indiana, Hammond Division, alleging violations of the Fair
Credit Reporting Act, or FCRA, claiming that New Century Mortgage and Home123
accessed consumer credit reports without authorization because the prescreened
offers of credit did not qualify as firm offers of credit.  New Century
Mortgage and Home 123 filed their answer to the complaint on June 30, 2005.  In
September 2005, plaintiffs filed a motion for class certification and on
November 1, 2005, New Century Mortgage and Home123 filed a motion for judgment
on the pleadings.  The court never ruled on the motion for judgment on the
pleadings.  In August 2006, the court granted plaintiffs' motion for class
certification.  The class size is limited to the Northern District of Indiana.
On December 13, 2006, the court heard oral argument in Indiana on the parties'
summary judgment motions.  On March 9, 2007, the court ruled on the motion for
summary judgment that defendants' solicitation did not constitute a "firm offer
of credit", and ruled that plaintiff Bonner's claim that the disclosure was not
"clear and conspicuous" was moot.  On March 12, 2007, this action settled on a
class-wide basis (Northern District of Indiana).  On March 16, 2007, the
parties moved for preliminary approval of the settlement.  The court has not
yet ruled on the motion.

Phillips.  In July 2005, Pamela Phillips filed a class action lawsuit against
the Company, New Century Mortgage and Home123 in the District Court, Central
District of California.  Plaintiff alleges violations of FCRA, claiming that
the Company, New Century Mortgage and Home123 accessed consumer credit reports
without authorization because the prescreened offers of credit did not qualify
as firm offers of credit.  The case also alleges that certain disclosures were
not made in a clear and conspicuous manner.  The complaint seeks damages of not
more than $1,000 for each alleged violation, declaratory relief, injunctive
relief, attorneys' fees and costs.  The Company, New Century Mortgage and
Home123 filed a motion to dismiss certain claims in October 2005.  In November
2005, the court granted the motion to dismiss, in part.  In early March 2006,
the court, on its own motion, reversed its prior ruling on the motion to
dismiss citing the 7th Circuit Court of Appeals recent decision in the Murray
v. GMAC Mortgage Corporation case.  On November 14, 2006, plaintiff filed a
Motion for Class Certification proposing that the class be limited to all
individuals throughout Harris County, Texas whose consumer reports were
obtained or used by New Century Mortgage or Home123 in connection with a credit
transaction not initiated by them and who received the same written
solicitation to entered into a credit transaction received by plaintiff.  In
late December 2006, plaintiff filed a Third Amended Complaint to limit the
class size to Harris County, Texas.  On January 22, 2007, the Company, New
Century Mortgage and Home123 filed their Opposition to Plaintiff's Motion for
Class Certification.  On January 31, 2007, the Company, New Century Mortgage
and Home123 filed a Motion to Stay.  On February 22, 2007, the court denied
the Motion to Stay.  On March 11, 2007, this action settled.  The parties
agreed to dismissal with prejudice of individual claims and dismissal without
prejudice of claims of putative class members.

Jeppesen.  In October 2005, Patricia and Stephen Jeppesen filed a class action
lawsuit against New Century Mortgage in the U.S. District Court, Northern
District of Indiana. Plaintiffs allege that New Century Mortgage violated the
Indiana High Cost Loan Act by allegedly making loans with fees greater than
permitted by law unless certain disclosures are made.  The class is defined as
all persons who obtained a mortgage loan from New Century Mortgage after
January 1, 2005 on their principal residence in Indiana.  A second claim in the
complaint alleges that New Century Mortgage improperly charged a document
preparation fee.  On January 12, 2007, the Office of the Attorney General,
State of Indiana, issued a no-action letter and, in response to a letter dated
September 19, 2005 from plaintiff's counsel about alleged violations of the
Indiana Home Loan Practices Statute, concluded its inquiry and declined to take
any action against New Century Mortgage.  In February 2007, the parties reached
a settlement on an individual basis.  On February 14, 2007, the court entered
an order dismissing this case and approving the Stipulation of Dismissal.

Forrest.  In January 2006, Mary Forrest filed a class action lawsuit against
New Century Mortgage in the U.S. District Court for the Eastern District of
Wisconsin, Milwaukee Division.  Plaintiff alleges violations of FCRA, claiming
that New Century Mortgage accessed prescreened credit reports without
authorization because the offers of credit allegedly did not qualify as firm
offers of credit.  The proposed class consists of persons with Wisconsin
addresses to whom New Century Mortgage sent a particular prescreened offer of
credit after November 20, 2004.  In February 2006, New Century Mortgage filed
both its answer and a motion to transfer the case to the U.S. District Court
for the Central District of California.  In June 2006, the court granted New
Century Mortgage's motion to transfer and ordered the case transferred from the
U.S. District Court in Wisconsin to the U.S. District Court, Central District
of California.  In July 2006, New Century Mortgage filed a Notice of Related
Case to consolidate this matter with the Phillips class action.  On March 11,
2007, this action settled.  On March 20, 2007, a stipulation for dismissal of
individual claims dismissed with prejudice and claims of putative class members
dismissed without prejudice was filed with the court.

Securities Class Action Litigation

On February 8, 2007, Avi Gold filed a securities class action complaint in the
United States District Court for the Central District of California against the
Company and certain of its directors and officers (the "Original Complaint").
The Original Complaint alleges that defendants violated federal securities laws
by issuing false and misleading statements and failing to disclose material
facts about the Company, which resulted in artificially inflated market prices
of the Company's common stock.  The purported class period is between April 7,
2006 and February 7, 2007.  The Original Complaint seeks money damages in favor
of its purported class of purchasers of the Company's securities, the costs and
expenses of the action and other relief that may be granted by the court.
The Company has also learned that seventeen additional purported class actions
were filed in the United States District Court for the Central District of
California between February 8, 2007 and March 16, 2007.  These complaints, some
of which the Company has not yet been served with and which name the Company
and certain of its officers and directors as defendants, present in large
degree the same legal and factual issues as the Original Complaint and allege
various class periods, the longest of which is from April 7, 2006 to March 2,
2007.  One of these class actions has been brought on behalf of the holders of
the Company's 9.125% Series A Cumulative Redeemable Preferred Stock ("Series A
Preferred Stock") and the holders of the Company's 9.75% Series B Cumulative
Redeemable Preferred Stock ("Series B Preferred Stock").  Another of these
class actions has been brought on behalf of the holders of the Company's Series
B Preferred Stock.  The Company anticipates that similar actions on behalf of
holders of the Company's common stock, Series A Preferred Stock and Series B
Preferred Stock may be filed in the future and does not undertake any
obligation to update this disclosure for any similar or related claims that
may be made in this regard.  The Company intends to review the allegations in
these complaints and respond appropriately.  The Company's management intends
to vigorously defend these claims; however, an unfavorable outcome in these
cases or future securities class action cases could have a material adverse
effect on the Company's financial condition.

Shareholder Derivative Complaint

The Company was served with a shareholder derivative complaint on March 1,
2007, filed in the Superior Court of California, County of Orange.  The
complaint alleges breach of fiduciary duty, abuse of control, gross
mismanagement, waste of corporate assets, unjust enrichment, and violations of
California Corporations Code 25402 and seeks damages for breach, disgorgement,
equitable relief, costs and fees.  The case is in the very preliminary stages.
The Company has also learned that five additional shareholder derivative
actions were filed in the Superior Court of California, County of Orange
between February 8, 2007 and March 16, 2007 and two additional shareholder
derivative actions were filed in the United States District Court for the
Central District of California during this same time period.  These complaints,
some of which the Company has not yet been served with and which name the
Company and certain of its officers and directors as defendants, present in
large degree the same legal and factual issues as the original shareholder
derivative complaint.  The Company anticipates that similar actions may be
filed in the future and does not undertake any obligation to update this
disclosure for any similar or related claims that may be made in this regard.
The Company intends to review the allegations in these complaints and respond
appropriately.

U.S. Attorney's Office Investigation

On February 27, 2007, the Company received a letter from the United States
Attorney's Office for the Central District of California (the "U.S. Attorney's
Office") indicating that it was conducting a criminal inquiry under the federal
securities laws in connection with trading in the Company's securities, as well
as accounting errors regarding the Company's allowance for repurchase losses.
The Company has subsequently received a grand jury subpoena requesting
production of certain documents.  The Company intends to cooperate with the
requests of the U.S. Attorney's Office.

SEC Investigation

On March 7, 2007, the Company received a letter from the Pacific Regional
Office of the Securities and Exchange Commission (the "SEC") requesting that
NCFC preserve certain documents.  On March 12, 2007, the Company received a
letter from the staff of the Pacific Regional Office of the SEC stating that
the staff was conducting a preliminary investigation involving the Company and
requesting production of certain documents. The staff of the SEC had also
previously requested a meeting with the Company to discuss the events leading
up to the Company's previous announcement of the need to restate certain of
its historical financial statements.  The Company intends to cooperate with
the requests of the SEC.

State Regulatory Actions

The Company has been engaged in recent ongoing discussions with its state
regulators regarding the Company's funding constraints and the impact on
consumers who are in various stages of the loan origination process with the
Company.  The Company has advised these regulators that it has ceased accepting
loan applications.  In addition, the Company has advised these regulators that
at this time, the Company and its subsidiaries are unable to fund any mortgage
loans, including mortgage loans for those consumers who were already in the
loan origination process with the Company.  The Company has been and is
continuing to work cooperatively with these regulators to mitigate the impact
on the affected consumers, including transferring pending loans and loan
applications to other mortgage lenders.  The Company has also been providing
daily reports to its various regulators regarding the status of loans in
process in their states, as well as responding to ad hoc information requests.

The Company received cease and desist orders from the States of Massachusetts,
New Hampshire, New Jersey and New York on March 13, 2007 (collectively, the
"March 13 Orders").  New Century Mortgage additionally received a Suspension
Order from the state of New York on March 13, 2007 (the "NCMC Suspension
Order").  The NCMC Suspension Order suspends New Century Mortgage's mortgage
banking license in the State of New York for a period not to exceed 30 days,
pending investigation.  On March 14 and 15, 2007, the Company received
additional cease and desist orders from the States of Connecticut, Maryland,
Rhode Island and Tennessee (collectively, the "March 14-15 Orders").  The March
13 Orders and the March 14-15 Orders contain allegations that certain of the
Company's subsidiaries have engaged in violations of applicable state law,
including, among others, failure to fund mortgage loans after closing.
Additionally, on March 14, 2007, New Century Mortgage and Home123 entered into
a Consent Agreement and Order with the Commonwealth of Pennsylvania Department
of Banking, Bureau of Supervision and Enforcement (the "Pennsylvania Consent
Agreement").

The March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent
Agreement restrain the Company's subsidiaries from taking certain actions,
including, among others, engaging in alleged violations of state law and
taking new applications for mortgage loans in the relevant jurisdiction.  The
March 13 Orders, the March 14-15 Orders and the Pennsylvania Consent Agreement
also compel the subsidiaries to affirmatively take certain actions, including
the creation of escrow accounts to hold any upfront fees collected in
connection with pending mortgage applications, the transfer to other lenders
of the outstanding mortgage applications and unfunded mortgage loans held by
the subsidiaries, and the provision of regular information to the state
regulators regarding the subsidiaries' activities in the applicable state,
including the status of all outstanding mortgage applications and unfunded
mortgage loans in that state.  The cease and desist order received from the
Rhode Island Department of Business Regulation on March 14 suspends the
licenses of one or more of the Company's subsidiaries and seeks to assess
administrative penalties.

The Company and its subsidiaries requested hearings on the cease and desist
orders issued by regulators in Maryland, Massachusetts, Connecticut and Rhode
Island on March 23, 2007, and in Tennessee on March 27, 2007.

On March 14, 2007, the Attorney General of Ohio and the Ohio Department of
Commerce, Division of Financial Institution (together, the "State") filed a
lawsuit against the Company, New Century Mortgage and Home123 (collectively,
the "Defendants") on March 14, 2007 in Ohio state court (the "Ohio Complaint").
The Ohio Complaint alleges that the Company has engaged in violations of
applicable state law, including, among others, failure to fund mortgage loans
after closing.  Also on March 14, 2007, the court granted the State's motion
to enter a temporary restraining order, which was subsequently modified by the
court on March 16, 2007, against the Defendants (as modified, the "TRO").  The
TRO restrained the Defendants from taking certain actions, including, among
others, (i) engaging in violations of state law, (ii) soliciting applicants
and taking new applications for mortgage loans in Ohio and (iii) initiating,
prosecuting or enforcing foreclosure actions in Ohio.  The TRO required the
parties to confer with respect to restrictions regarding foreclosure action
and the sale, transfer or assignment of loans more than 60 days delinquent.
On March 26, 2007, the Defendants filed a Motion for Dissolution of Modified
Temporary Restraining Order and Motion for an Emergency Hearing, and
Opposition to a Preliminary Injunction.  On March 28, 2007, the Defendants and
the State reached agreement on a Stipulated Preliminary Injunction effective
for 90 days and submitted it for court approval.  The Stipulated Preliminary
Injunction replaces the TRO and provides for a stay of the litigation for 90
days.  The Stipulated Preliminary Injunction restrains the Defendants from
taking certain actions, including, among others, engaging in alleged
violations of state law and taking new applications for mortgage loans.  The
Stipulated Preliminary Injunction also compels the Defendants to take certain
actions, including the transfer to other lenders of any outstanding mortgage
applications and unfunded mortgage loans, the placement in escrow of any
upfront fees collected in connection with pending mortgage applications, and
the provision of regular information to the State regarding the Company's
activities in Ohio, including the status of all outstanding mortgage
applications and unfunded mortgage loans.  The Stipulated Preliminary
Injunction also requires the Defendants to submit certain loans (and related
information) as to which it intends to foreclose to the State for the State to
review.  The State may object to the Company proceeding with a particular
foreclosure and if the Company is unable to convince the State to permit it to
proceed, the foreclosure will not proceed for the duration of the Stipulated
Preliminary Injunction.  The Stipulated Preliminary Injunction also provides
for the State to review and object to the Defendants selling, transferring or
assigning certain loans that are more than 60 days delinquent.

On March 16, 2007, the Company received additional cease and desist orders
from the State of California (the "California Orders") and certain of the
Company's subsidiaries entered into consent agreements with the State of
Florida's Office of Financial Regulation and the State of Washington's
Department of Financial Institutions, respectively, each dated March 16, 2007
(the "March 16 Agreements" and together with the California Orders, the "March
16 Orders and Consent Agreements").

The March 16 Orders and Consent Agreements contain allegations that certain of
the Company's subsidiaries have engaged in violations of state law, including,
among others, failure to fund mortgage loans after closing.  The March 16
Orders and Consent Agreements restrain the Company's subsidiaries from taking
certain actions, including, among others, engaging in alleged violations of
state law and taking new applications for mortgage loans in the relevant
jurisdiction.  The March 16 Orders and Consent Agreements also compel the
subsidiaries to affirmatively take certain actions, including the creation of
escrow accounts to hold any upfront fees collected in connection with  pending
mortgage applications, the transfer to other lenders of the outstanding
mortgage applications and unfunded mortgage loans held by the subsidiaries,
and the provision of regular information to the state regulators regarding the
subsidiaries' activities in the applicable state, including the status of all
outstanding mortgage applications and unfunded mortgage loans in that state.

On March 16, 2007, Home123 received a suspension order (the "Home123 Suspension
Order") from the State of New York Banking Department.  The Home123 Suspension
Order  contains allegations similar to those included in the NCMC Suspension
Order and further provides that Home123's mortgage banking license in the State
of New York has been suspended for a period not exceeding 30 days, pending
investigation.  The Company and Home123 are reviewing the Home123 Suspension
Order and accordingly have not yet determined whether they will appeal all or
any portion of the Home123 Suspension Order.

On March 20, 2007, the Company entered into a Combined Statement of Charges
and Consent Order with the State of Iowa and a Consent Agreement and Order
with the State of Maine Office of Consumer Credit Regulation, Department of
Professional and Financial Regulation (together, the "March 20 Orders").  On
March 21, 2007, the Company entered into a Consent Order with the State of
Michigan, Department of Labor & Economic Growth, Office of Financial and
Insurance Services and a Consent Order with the State of Wyoming Banking
Commission (the "March 21 Orders").  On March 23, 2007, the Company entered
into a Consent Agreement and Order with the State of Idaho Department of
Finance (the "March 23 Order").  Similar to the consent agreements described
above, the March 20, 21 and 23 Orders contain allegations that certain of the
Company's subsidiaries have engaged in violations of state law, including,
among others, failure to fund mortgage loans after closing.  They restrain the
Company's subsidiaries from taking certain actions, including, among others,
engaging in alleged violations of state law and taking new applications for
mortgage loans in the relevant jurisdiction.  They also compel the
subsidiaries to affirmatively take certain actions, including the creation of
escrow accounts to hold any upfront fees collected in connection with pending
mortgage applications, the transfer to other lenders of the outstanding
mortgage applications and unfunded mortgage loans held by the subsidiaries,
and the provision of regular information to the state regulators regarding the
subsidiaries' activities in the applicable state, including the status of all
outstanding mortgage applications and unfunded mortgage loans in that state.

The Company anticipates that cease and desist orders will continue to be
received by the Company and its subsidiaries from additional states in the
future and that the Company and its subsidiaries may enter into additional
consent agreements similar to those described above.  The Company does not
undertake, and expressly disclaims, any obligations to update this disclosure
for any such additional cease and desist orders or consent agreements or for
any developments with respect to any of the state regulatory actions described
herein.

The Company intends to continue to cooperate with its regulators in order to
mitigate the impact on consumers resulting from the Company's funding
constraints.

Recent Developments

On April 2, 2007, New Century and certain other of the Registrant's
affiliates (the "Debtors") filed voluntary petitions (the "Bankruptcy
Filings") for reorganization (the "Reorganization Cases") under chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court").  The Reorganization Cases are being jointly administered by the
Honorable Kevin J. Carey under the caption "In re New Century TRS Holdings,
Inc., et al., Case No. 07-10416."  The Debtors will continue to operate their
businesses as "debtors-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.

Further, on April 2, 2007, New Century Financial Corporation ("NCFC")
and New Century, which is NCFC's indirect wholly-owned subsidiary, entered
into an Asset Purchase Agreement (the "Servicing Assets Agreement") with
Carrington Capital Management, LLC (in which NCFC holds an ownership
interest) and its affiliate (collectively, "Carrington") for the sale of its
servicing assets and servicing platform to Carrington for approximately $139
million.  The consummation of the transaction is subject to approval by the
Bankruptcy Court, which will oversee an "overbid" process to give other
potential buyers an opportunity to submit higher and better offers, and other
customary closing conditions.


Item 1119 of Regulation AB.  Affiliation and Certain Relationships and
Related Transactions.

  No Applicable Updates


Item 1122 of Regulation AB.  Compliance with Applicable Servicing Criteria.

  See Item 15(a) exhibits (33) and (34).

Wells Fargo Bank. N.A. ("Wells Fargo") acknowledges the
following material
instances of non-compliance with the applicable servicing
criteria:

1. 1122(d)(3)(i) - Delinquency Reporting. For certain loans
sub-serviced by Wells Fargo or for which servicing rights were
acquired on a bulk-acquisition basis, Wells Fargo determined
that it provided incomplete data to some third parties who use
such data to calculate delinquency ratios and determine the
status of loans with respect to bankruptcy, foreclosure or real
estate owned. The incomplete reporting only affected
securitizations that included delinquent loans. Instead of the
actual due date being provided for use in calculating
delinquencies, the date of the first payment due to the security
was provided. Wells Fargo subsequently included additional data
in the monthly remittance reports, providing the actual borrower
due date and unpaid principal balance, together with
instructions to use these new fields if such monthly remittance
reports are used to calculate delinquency ratios.

2. 1122 (d)(4)(vii) - Notification of Intent to Foreclose. Wells
Fargo determined that, as required by certain servicing
agreements, it did not provide investors with prior notification
of intent to foreclose. While investors received monthly
delinquency status reports that listed loans in foreclosure,
such reports were received after such loans had been referred to
an attorney. A new process is being implemented to send such
notifications if contractually required, unless an investor opts
out in writing.


     New Century (the "Servicer") has identified the following
material noncompliance with servicing criteria 1122(d)(1)(ii),
1122(d)(1)(iv), 1122(d)(2)(vii)(B), 1122(d)(4)(vi) and 1122(d)
(4)(vii) applicable to the Platform during the year ended
December 31, 2006 as follows:

Servicing criteria 1122(d)(1)(ii)

The Servicer did not have adequate policies and procedures in
place to monitor the material servicing activities outsourced to
the third party performing the initial processing of cash
receipts at the lockbox.

Servicing criteria 1122(d)(1)(iv)

The Servicer did not maintain adequate fidelity bond coverage.

Servicing criteria 1122(d)(2)(vii)(B)

The Servicer did not complete bank account reconciliations
within the time required.

Servicing criteria 1122(d)(4)(vi)

The Servicer did not review and approve changes to the terms or
status of an obligor's pool asset as required by the respective
transaction agreements and related pool asset documents.

Servicing criteria 1122(d)(4)(vii)

The Servicer did not:

   Initiate, conduct and conclude loss mitigation or recovery
   actions within time frames or other requirements of
   the respective transaction agreements;

   Execute forbearance plans as required by the respective
   transaction agreements;

   Execute pre-foreclosure sales or short payoffs resulting from
   the acceptance of funds in an amount that is less than the
   total borrower indebtedness as required by the respective
   transaction agreements; and

   Execute foreclosures as required by the respective
   transaction agreements.


First American Real Estate Solutions of Texas, L,P. (an indirect
subsidiary of The First American Corporation, and the "Asserting
Party") assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has identified a material
instance of noncompliance with the servicing criterion set forth
in Section 229.1122(d)(2)(vii)(B) of the CFR with respect to the
Platform. Specifically, the Asserting Party did not prepare
reconciliations for all asset-backed securities related bank
accounts within 30 calendar days after the bank statement cut-off
date or such number of days specified in the transaction
agreements.


This report on Form 10-K/A omits the Item 1122 attestation report
(the "Attestation Report") required by Regulation AB for Union Bank of
California, N.A. ("Union Bank"), New Century Mortgage Corporation's
vendor that is responsible for the initial processing of cash receipts
at the lockbox that is applicable to servicing criteria 1122(d)(2)(i)
and 1122(d)(4)(iv).


The original report on Form 10-K for this issuing entity
included as Exhibit 33(g) an Assessment of Compliance from New
Century Mortgage Corporation (the "Original Assessment of
Compliance"), which stated that it covered a specified list of
securitizations, which did not include CMLTI 2006-NC1, CMLTI
2006-NC2 and CMLTI 2006-HE3 (the "Citigroup Transactions"). The
Registrant has been advised by New Century Mortgage Corporation
that the Original Assessment of Compliance addressed the
platform consisting of all securitizations as to which it is a
party participating in the servicing function that were subject
to Regulation AB, other than the Citigroup Transactions, and
that the Citigroup Transactions were omitted from the platform
solely because New Century Mortgage Corporation was only
servicing the pooled assets for a short period of time, pending
the expiration of its obligations as interim servicer and
related transfer of servicing in accordance with the terms of
the transaction documents.

Attached hereto as Exhibit 33(g) is a revised Assessment of
Compliance from New Century Mortgage Corporation (the "Revised
Assessment of Compliance"), which states that it covers a specified
list of securitizations, including all securitizations covered by
the Original Assessment of Compliance, plus the Citigroup
Transactions.

Attached hereto as Exhibit 34(o) is an Attestation
Report of a registered public accounting firm, that relates
to the previously filed Original Assessment of Compliance from
New Century Mortgage Corporation.  This Attestation Report
specifies instances of material noncompliance with
the applicable servicing criteria, and states that it cannot
express an opinion as to compliance with the servicing criteria.

The Registrant has requested that New Century request its
accounting firm to provide a revised Attestation Report covering
the Citigroup Transactions, but the Registrant has not yet
received such revised Attestation Report.  New Century is
contractually obligated to provide the Registrant with an
Attestation Report covering the Citigroup Transactions by one or
more registered public accounting firms.  New Century is in
breach of those obligations. The Registrant has been informed by
senior management of New Century that a revised Attestation
Report covering the Citigroup Transactions will not be
delivered on or prior to the 10-K/A filing deadline.

New Century is not an affiliate of the Registrant.

The Registrant cannot obtain a revised Attestation Report
covering the Citigroup Transactions from New Century through any
other steps available to it without unreasonable effort or expense.


Item 1123 of Regulation AB.  Servicer Compliance Statement.

  See Item 15(a) exhibits (35).


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules.

  (a) Exhibits

     (4)    Pooling and Servicing Agreement, dated as of December 1,
            2006, among Citigroup Mortgage Loan Trust, Inc., as Depositor,
            Wells Fargo Bank, N.A., JP Morgan Chase Bank N. A., Ocwen Loan
            Servicing LLC and Countrywide Home Loans Servicing LP as
            Servicers, Citibank, N.A., as Trust Administrator, and U.S.
            Bank, N.A., as Trustee (incorporated herein by reference from
            Exhibit 4.1 of the current report on Form 8-K of the Registrant
            as filed with the Securities and Exchange Commission on
            January 24, 2007).

      (10)  Incorporated by reference as Exhibit 4.

      (31)  302 Sarbanes-Oxley Certification.

      (33)  Item 1122(a) Reports on assessment of compliance with
            servicing criteria for asset backed securities.
            (a)  Chase Home Finance LLC., as SubServicer
            (b)  Citibank N.A., as Trust Administrator
            (c)  Citibank N.A., as Custodian
            (d)  JP Morgan Chase Bank National Association, as Servicer
            (e)  Ocwen Loan Servicing LP, as Servicer
            (f)  Wells Fargo Bank N.A., as Servicer
            (g)  New Century, as interim Servicer
            (h)  Wells Fargo Bank, N.A. as Custodian
            (i)  Assurant Inc., as vendor for Ocwen Loan Servicing LP
            (j)  Regulus Group LLC, as vendor for Ocwen Loan Servicing LP
                 and Wells Fargo Bank N.A.
            (k)  First American Real Estate Solutions of Texas, L.P., as
                 vendor for Ocwen Loan Servicing LP
            (l)  ZC Sterling Insurance Agency, Inc., as vendor for Wells
                 Fargo Bank N.A.
            (m)  Assurant Inc., as vendor for New Century
            (n)  Deutsche Bank National Trust Company, as vendor for
                 New Century
            (o)  FIS Tax Service, as vendor for New Century

      (34)  Item 1122(b) Attestation Report on Assessment of Compliance
            with Servicing Criteria for Asset Backed Securities.
            (a)  Chase Home Finance LLC., as SubServicer
            (b)  Citibank N.A., as Trust Administrator
            (c)  Citibank N.A., as Custodian
            (d)  JP Morgan Chase Bank National Association, as Servicer
            (e)  Ocwen Loan Servicing LP, as Servicer
            (f)  Wells Fargo Bank N.A., as Servicer
            (g)  Wells Fargo Bank, N.A. as Custodian
            (h)  Assurant Inc., as vendor for Ocwen Loan Servicing LP
            (i)  Regulus Group LLC, as vendor for Ocwen Loan Servicing LP
                 and Wells Fargo Bank N.A.
            (j)  First American Real Estate Solutions of Texas, L.P., as
                 vendor for Ocwen Loan Servicing LP
            (k)  ZC Sterling Insurance Agency, Inc., as vendor for Wells
                 Fargo Bank N.A.
            (l)  Assurant Inc., as vendor for New Century
            (m)  Deutsche Bank National Trust Company, as vendor for
                 New Century
            (n)  FIS Tax Service, as vendor for New Century
            (o)  New Century, as interim Servicer

      (35)  Servicer Compliance Statement.
            (a)  Chase Home Finance LLC., as SubServicer
            (b)  JP Morgan Chase Bank National Association, as Servicer
            (c)  Ocwen Loan Servicing LP, as Servicer
            (d)  Wells Fargo Bank N.A., as Servicer
            (e)  New Century, as interim Servicer

  (b) The exhibits filed in response to Item 601 of Regulation S-K are listed
      in the Exhibit Index above.

  (c) Not Applicable.



                                    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.

(Registrant)     Citigroup Mortgage Loan Trust Inc.
            -----------------------------------------------------------------

By /s/ Susan Mills
      -----------------------------------------------------
       Susan Mills
       Vice President
       (Senior officer in charge of securitization of the Depositor)


Date   June 13, 2008
      -----------------------------------------------------