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



                                        FORM 10-K/A
                                     Amendment No. 1 to


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2006

      OR



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


       Commission file number:  333-132232-03

       Bear Stearns ALT-A Trust 2006-3
       (exact name of issuing entity as specified in its charter)

       Structured Asset Mortgage Investments II Inc.
       (exact name of the depositor as specified in its charter)

       EMC Mortgage Corporation
       (exact name of the sponsor as specified in its charter)


  New York                                          54-2196692
  (State or other jurisdiction of                   54-2196693
  incorporation or organization)                    54-2196694
                                                    54-2196695
                                                    54-2196696
                                                    54-2197390
                                                    54-2197391
                                                    (I.R.S. Employer
                                                    Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)    (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

        NONE.


  Securities registered pursuant to Section 12(g) of the Act:

        NONE.


  Indicate by check mark if the registrant is 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.

        Not applicable.


  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).

        See Item 15 (Part IV).


                      EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 30, 2007 (Accession No. 0001056404-07-001270)
by Bear Stearns ALT-A Trust 2006-3 (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.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


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

            Omitted.


                                PART II

  Item 5. Market for Registrants Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities.

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


  Item 9.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure.

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

  Item 12. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.

            Omitted.


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

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

            No single obligor represents more than 10% of the pool assets held
            by this transaction.


  Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement
             Provider Financial Information.



             None.



  Item 1117 of Regulation AB, Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the Trust and all parties related to such Trust, other
            than routine litigation incidental to the duties of those respective
            parties.



  Item 1119 of Regulation AB, Affiliations and Certain Relationships and
             Related Transactions.


            On February 9, 2007, Bear Stearns Residential Mortgage Corporation,
            a wholly owned subsidiary of The Bear Stearns Companies Inc. and an
            affiliate of the Registrant, acquired certain assets used in the
            subprime wholesale mortgage banking division of Performance Credit
            Corporation (formerly known as Encore Credit Corp.) ("PCC"), a
            California corporation that, until February 9, 2007, originated and
            purchased one-to four-family residential mortgage loans offered to
            borrowers with a particular emphasis on "nonconforming" borrowers
            who generally do not satisfy the credit, collateral, documentation
            or other standards required by conventional mortgage lenders and
            loan buyers.


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


            The servicing criteria have been completed within the manner stated
            in the governing documents and are attached hereto under Item 15.


            The restated 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, 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).


            The 1122 statements for Wells Fargo Bank, National Association
            (Corporate Trust Services) has disclosed material noncompliance with
            criterion 1122(d)(3)(i), as applicable to the Company during the
            twelve months ended December 31, 2006. Certain monthly investor or
            remittance reports included errors in the calculation and/or the
            reporting of delinquencies for the pool assets.


            Although each servicing criterion required by Item 1122(d) of
            Regulation AB is addressed in one or more of the Assessments of
            Compliance with Servicing Criteria and related Attestation Reports
            included with this report, the Servicer's, Countrywide Home Loans
            Servicing LP, Assessment of Compliance and related Attestation
            Report did not address each of the servicing criteria that the
            Servicer was required to address under the terms of the related
            Servicing Agreement. The Servicer has not identified such failure to
            provide an Assessment and Attestation for these items as a material
            failure to fulfill its obligations under the related servicing
            agreement in the Servicer's Compliance Statement provided under
            Item 1123 of Regulation AB, because the Servicer asserts that those
            items are not applicable to the Servicer.



  Item 1123 of Regulation AB, Servicer Compliance Statement.


            The servicer complaince statements have been completed within the
            manner stated in the governing documents and are attached hereto
            under Item 15.




                                PART IV


  Item 15. Exhibits, Financial Statement Schedules.

      (a) Exhibits

    (4.1) Pooling and Servicing Agreement, dated as of March 1, 2006 among
          Structured Asset Mortgage Investments II Inc., as depositor, Wells
          Fargo Bank, National Association, as master servicer and securities
          administrator, EMC Mortgage Corporation, as seller, and U.S. Bank
          National Association, as trustee.


    (4.2) Amended and Restated Pooling and Servicing Agreement, dated as of
          October 6, 2006 among Structured Asset Mortgage Investments II Inc.,
          as depositor, Wells Fargo Bank, National Association, as master
          servicer and securities administrator, EMC Mortgage Corporation, as
          seller, and U.S. Bank National Association, as trustee.



     (31) Rule 13a-14(d)/15d-14(d) Certifications.

     (33) Reports on assessment of compliance with servicing criteria for
          asset-backed securities.



      <TABLE>

      
         <c>
      a) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for EMC Mortgage
         Corporation  <F2>
      b) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for First Horizon
         Home Loan Corporation  <F3>
      c) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for GreenPoint
         Mortgage Funding, Inc.  <F3>
      d) Bank of America, National Association, as Servicer <F3>
      e) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. <F3>
      f) Chevy Chase Bank, F.S.B., as Servicer <F3>
      g) Countrywide Home Loans Servicing LP, as Servicer <F1>
      h) EMC Mortgage Corporation, as Servicer <F1>
      i) EverHome Mortgage Company, as Servicer <F3>
      j) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Chevy Chase Bank, F.S.B.  <F3>
      k) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F3>
      l) First Horizon Home Loan Corporation, as Servicer <F3>
      m) First Tennessee Bank National Association as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      n) Global Realty Outsourcing, Inc. as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      o) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer <F3>
      p) GreenPoint Mortgage Funding, Inc., as Servicer <F3>
      q) Harborside Mortgage Corporation, as Servicer <F3>
      r) HomeBanc Mortgage Corporation, as Servicer <F3>
      s) HSBC Mortgage Corporation, USA, as Servicer <F3>
      t) JPMorgan Chase Bank, N.A., as Named Servicer <F3>
      u) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      v) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F3>
      w) MidAmerica Bank, FSB, as Servicer <F3>
      x) Morgan Stanley Credit Corporation, as Servicer <F3>
      y) PHH Mortgage Corporation, as Servicer <F3>
      z) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F3>
      aa) Total Mortgage Solutions as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      bb) Wells Fargo Bank, N.A., as Servicer <F3>
      cc) Wells Fargo Bank, N.A., as Master Servicer <F1>
      dd) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      ee) Wells Fargo Bank, N.A., as Custodian <F1>
      ff) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for HomeBanc Mortgage Corporation  <F3>
      gg) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F3>
      hh) ZC Real Estate Tax Solutions Limited as Sub-Contractor for HomeBanc Mortgage Corporation  <F3>

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for EMC Mortgage
         Corporation  <F2>
      b) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for First Horizon
         Home Loan Corporation  <F3>
      c) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for GreenPoint
         Mortgage Funding, Inc.  <F3>
      d) Bank of America, National Association, as Servicer <F3>
      e) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. <F3>
      f) Chevy Chase Bank, F.S.B., as Servicer <F3>
      g) Countrywide Home Loans Servicing LP, as Servicer <F1>
      h) EMC Mortgage Corporation, as Servicer <F1>
      i) EverHome Mortgage Company, as Servicer <F3>
      j) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Chevy Chase Bank, F.S.B.  <F3>
      k) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F3>
      l) First Horizon Home Loan Corporation, as Servicer <F3>
      m) First Tennessee Bank National Association as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      n) Global Realty Outsourcing, Inc. as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      o) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer <F3>
      p) GreenPoint Mortgage Funding, Inc., as Servicer <F3>
      q) Harborside Mortgage Corporation, as Servicer <F3>
      r) HomeBanc Mortgage Corporation, as Servicer <F3>
      s) HSBC Mortgage Corporation, USA, as Servicer <F3>
      t) JPMorgan Chase Bank, N.A., as Named Servicer <F3>
      u) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      v) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F3>
      w) MidAmerica Bank, FSB, as Servicer <F3>
      x) Morgan Stanley Credit Corporation, as Servicer <F3>
      y) PHH Mortgage Corporation, as Servicer <F3>
      z) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F3>
      aa) Total Mortgage Solutions as Sub-Contractor for First Horizon Home Loan Corporation  <F3>
      bb) Wells Fargo Bank, N.A., as Servicer <F3>
      cc) Wells Fargo Bank, N.A., as Master Servicer <F1>
      dd) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      ee) Wells Fargo Bank, N.A., as Custodian <F1>
      ff) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for HomeBanc Mortgage Corporation  <F3>
      gg) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F3>
      hh) ZC Real Estate Tax Solutions Limited as Sub-Contractor for HomeBanc Mortgage Corporation  <F3>

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F5>
      b) Assurant Inc. as Sub-Contractor for First Horizon Home Loan Corporation  <F5>
      c) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F5>
      d) Bank of America, National Association, as Servicer <F4>
      e) Chase Home Finance LLC, as Sub-Servicer for JPMorgan Chase Bank, N.A. <F4>
      f) Chevy Chase Bank, F.S.B., as Servicer <F4>
      g) Countrywide Home Loans Servicing LP, as Servicer <F1>
      h) EMC Mortgage Corporation, as Servicer <F1>
      i) EverHome Mortgage Company, as Servicer <F4>
      j) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for Chevy Chase Bank, F.S.B.  <F5>
      k) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA  <F5>
      l) First Horizon Home Loan Corporation, as Servicer <F4>
      m) First Tennessee Bank National Association as Sub-Contractor for First Horizon Home Loan Corporation  <F5>
      n) Global Realty Outsourcing, Inc. as Sub-Contractor for First Horizon Home Loan Corporation  <F5>
      o) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer <F4>
      p) GreenPoint Mortgage Funding, Inc., as Servicer <F4>
      q) Harborside Mortgage Corporation, as Servicer <F4>
      r) HomeBanc Mortgage Corporation, as Servicer <F4>
      s) HSBC Mortgage Corporation, USA, as Servicer <F4>
      t) JPMorgan Chase Bank, N.A., as Named Servicer <F4>
      u) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F5>
      v) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.  <F5>
      w) MidAmerica Bank, FSB, as Servicer <F4>
      x) Morgan Stanley Credit Corporation, as Servicer <F4>
      y) PHH Mortgage Corporation, as Servicer <F4>
      z) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A., as Sub-Contractor <F5>
      aa) Total Mortgage Solutions as Sub-Contractor for First Horizon Home Loan Corporation  <F5>
      bb) Wells Fargo Bank, N.A., as Servicer <F4>
      cc) Wells Fargo Bank, N.A., as Master Servicer <F1>
      dd) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      ee) Wells Fargo Bank, N.A., as Custodian <F5>
      ff) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for HomeBanc Mortgage Corporation  <F5>
      gg) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F5>
      hh) ZC Real Estate Tax Solutions Limited as Sub-Contractor for HomeBanc Mortgage Corporation  <F5>

      </TABLE>

   (b) Not applicable.

   (c) Omitted.


  <F1> Filed with the Inital 10-K.

  <F2> Filed with this report.

  <F3> The Servicing Participant serviced less than 5% of the deal and is
       not required under Regulation AB to provide such documentation.

  <F4> The Servicing Participant serviced less than 10% of the deal and is
       not required under Regulation AB to provide such documentation.

  <F5> The Servicing Participant of the deal is not required under Regulation
       AB to provide such documentation.


                                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.



    Bear Stearns ALT-A Trust 2006-3
    (Issuing Entity)

    Wells Fargo Bank, N.A.
    (Master Servicer)

    /s/ Dawn Hammond
    Dawn Hammond, Vice President
    (senior officer in charge of the servicing function of the master
     servicer)

    Date: July 10, 2008


  Exhibit Index

  Exhibit No.

    (31) Rule 13a-14(d)/15d-14(d) Certifications.

    (33) Reports on assessment of compliance with servicing criteria for
         asset-backed securities.

      <TABLE>

      
         <c>
       a) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for EMC Mortgage
         Corporation

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
       a) Restated report on assessment of compliance with servicing criteria for Assurant Inc. as Sub-Contractor for EMC Mortgage
          Corporation

      </TABLE>