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



                                          FORM 10-K/A
				        Amendment No. 2


  (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 of issuing entity:  333-132809-09

       GSAMP Trust 2006-HE3
       (exact name of issuing entity as specified in its charter)

       GS Mortgage Securities Corp.
       (exact name of the depositor as specified in its charter)

       Goldman Sachs Mortgage Company
       (exact name of the sponsor as specified in its charter)


  New York                                          54-2196893
  (State or other jurisdiction of                   54-2196894
  incorporation or organization of                  54-2196895
  issuing entity)                                   54-2196896
                                                    54-2196899
                                                    54-6709448
                                                    (I.R.S. Employer
                                                    Identification No.
                                                    of issuing entity)


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


  Issuing entity 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/A or any amendment to this Form 10-K/A.

        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/A (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).

        Not applicable.


                                   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.

            Not applicable.


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

            Not applicable.


                                PART II

 Item 5. Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity.

            Not applicable.


  Item 6.  Selected Financial Data.

            Not applicable.


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

            Not applicable.


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

            Not applicable.


  Item 8.  Financial Statements and Supplementary Data.

            Not applicable.


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

            Not applicable.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9A(T). Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

         Pursuant to a Form 12b-25 filed on March 2, 2007, Fremont General
announced that it was delaying the filing of its Annual Report on Form 10-K for
the fiscal year ended December 31, 2006.

         Fremont General also announced that, in light of the current operating
environment for subprime mortgage lenders and recent legislative and regulatory
events, Fremont intends to exit its subprime residential real estate lending
business and that Fremont General's management and the board of directors are
engaged in discussions with various parties regarding the sale of the business.

         In addition, according to the announcement Fremont General is
analyzing, in connection with the preparation of Fremont General's consolidated
financial statements as of and for the period ended December 31, 2006, the
Federal Deposit Insurance Corporation's criticism with respect to Fremont
General's methodology for determining the carrying value of Fremont General's
residential real estate loans held for sale.

         In addition, on March 5, 2007, Moody's Investors Service, Inc.
downgraded Fremont's residential primary servicer rating for subprime mortgage
loans to "SQ4+" from "SQ3+" and placed such rating on review for possible
further downgrade and on March 6, 2007, Fitch Ratings, Inc. downgraded Fremont's
residential primary servicer rating for subprime mortgage loans to "RPS4" from
"RPS3+" and placed such rating on "Watch Negative", indicating that further
downgrades of such rating are possible.


         Pursuant to a Form 8-K filed on October 5, 2006, Accredited
Home Lenders, Inc. ("Accredited"), one of the responsible parties, announced
the completion of its acquisition of Aames Investment Corporation ("Aames").

         Pursuant to a Form 12b-25 filed on March 2, 2007, Accredited
further announced that it was delaying the filing of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2006.

         Accredited announced that it anticipates its results from operations
for the full year 2006 will reflect an approximately $100 million decline in
net income from the approximately $155 million reported for the year ended
December 31, 2005.  According to the announcement, this decline in net income
excludes purchase accounting adjustments, including adjustments to goodwill,
if any, relating to Accredited's acquisition of Aames.  Due to the recent
market conditions in the non-prime mortgage industry, Accredited announced
that it is evaluating whether any of the goodwill established in the
acquisition of Aames has been impaired.  Additionally, Accredited stated in
the announcement that if it determines that the goodwill established in the
acquisition has been impaired, Accredited intends to charge-off such
goodwill, resulting in a non-cash charge for the period ended December 31,
2006, the impact of which, according to Accredited, would not affect A
ccredited's operations, tangible book equity, cash or liquidity.

         Additionally, Accredited announced that it believes the decline
in net income was primarily driven by an increase in operating and other
expenses relating to Accredited's acquisition of Aames, a deteriorating
credit environment and challenging market conditions.  Accredited stated
in the announcement that while Accredited believes that it has
considered all factors which may impact its results of operations, there
can be no assurance that Accredited has successfully identified all
matters affecting those results or that additional adjustments will not
be required prior to the completion of Accredited's audit for fiscal
year 2006.

                                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 Related Stockholder Matters.

            Not applicable.


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

            Not applicable.


  Item 14. Principal Accounting Fees and Services.

            Not applicable.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

            No single obligor represents 10% or more of the pool assets held
            by the issuing entity.


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

            None


  Item 1117 of Regulation AB, Legal Proceedings.

        Pursuant to a Form 8-K filed on March 7, 2007 by Fremont General
Corporation ("Fremont General"), the parent of the servicer and the responsible
party, Fremont Investment & Loan ("Fremont"), Fremont General announced that it,
Fremont and Fremont General's wholly owned subsidiary, Fremont General Credit
Corporation, entered into a voluntary formal agreement, to be designated as a
cease and desist order, with the Federal Deposit Insurance Corporation.
According to the announcement, the cease and desist order requires, among other
things, Fremont to cease and desist from the following:

* Operating with management whose policies and practices are detrimental to
Fremont; o Operating Fremont without effective risk management policies and
procedures in place in relation to Fremont's brokered subprime mortgage lending
and commercial real estate construction lending businesses;

*        Operating with inadequate underwriting criteria and excessive risk in
relation to the kind and quality of assets held by Fremont;

*        Operating without an accurate, rigorous and properly documented
methodology concerning its allowance for loan and lease losses;

*        Operating with a large volume of poor quality loans;

*        Engaging in unsatisfactory lending practices;

*        Operating without an adequate strategic plan in relation to the
volatility of Fremont's business lines and the kind and quality of assets held
by Fremont;

* Operating with inadequate capital in relation to the kind and quality of
assets held by Fremont; o Operating in such a manner as to produce low and
unsustainable earnings; o Operating with inadequate provisions for liquidity in
relation to the volatility of Fremont's business lines and the kind and quality
of assets held by Fremont;

*        Marketing and extending adjustable-rate mortgage products to subprime
borrowers in an unsafe and unsound manner that greatly increases the risk that
borrowers will default on the loans or otherwise cause losses to Fremont,
including (1) adjustable-rate mortgage products that qualify borrowers for
loans with low initial payments based on an introductory rate that will expire
after an initial period, without adequate analysis of the borrower's ability to
repay at the fully indexed rate, (2) adjustable-rate mortgage products
containing features likely to require frequent refinancing to maintain
affordable monthly payment or to avoid foreclosure, and (3) loans or loan
arrangements with loan-to-value ratios approaching or exceeding 100 percent of
the value of the collateral;

*        Making mortgage loans without adequately considering the borrower's
         ability to repay the mortgage according to its terms;

*        Operating in violation of Section 23B of the Federal Reserve Act, in
that Fremont engaged in transactions with its affiliates on terms and under
circumstances that in good faith would not be offered to, or would not apply to,
nonaffiliated companies; and

*        Operating inconsistently with the Federal Deposit Insurance
Corporation's Interagency Advisory on Mortgage Banking and Interagency Expanded
Guidance for Subprime Lending Programs.

         According to the announcement, the cease and desist order also requires
Fremont to take a number of steps, including (1) having and retaining qualified
management; (2) limiting Fremont General's and Fremont General Credit
Corporation's representation on Fremont's board of directors and requiring that
independent directors comprise a majority of Fremont's board of directors; (3)
revising and implementing written lending policies to provide effective guidance
and control over Fremont's residential lending function; (4) revising and
implementing policies governing communications with consumers to ensure that
borrowers are provided with sufficient information; (5) implementing control
systems to monitor whether Fremont's actual practices are consistent with its
policies and procedures; (6) implementing a third-party mortgage broker
monitoring program and plan; (7) developing a five-year strategic plan,
including policies and procedures for diversifying Fremont's loan portfolio; (8)
implementing a policy covering Fremont's capital analysis on subprime
residential loans; (9) performing quarterly valuations and cash flow analyses on
Fremont's residual interests and mortgage servicing rights from its residential
lending operation, and obtaining annual independent valuations of such interests
and rights; (10) limiting extensions of credit to certain commercial real estate
borrowers; (11) implementing a written lending and collection policy to provide
effective guidance and control over Fremont's commercial real estate lending
function, including a planned material reduction in the volume of funded and
unfunded nonrecourse lending and loans for condominium conversion and
construction as a percentage of Tier I capital; (12) submitting a capital plan
that will include a Tier I capital ratio of not less than 14% of Fremont's total
assets; (13) implementing a written profit plan; (14) limiting the payment of
cash dividends by Fremont without the prior written consent of the Federal
Deposit Insurance Corporation and the Commissioner of the California Department
of Financial Institutions; (15) implementing a written liquidity and funds
management policy to provide effective guidance and control over Fremont's
liquidity position and needs; (16) prohibiting the receipt, renewal or rollover
of brokered deposit accounts without obtaining a Brokered Deposit Waiver
approved by the Federal Deposit Insurance Corporation; (17) reducing adversely
classified assets; and (18) implementing a comprehensive plan for the
methodology for determining the adequacy of the allowance for loan and lease
losses.



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


            Provided previously in the prospectus supplement of the
            Registrant relating to the issuing entity and filed pursuant
            to Rule 424 of the Securities Act of 1933, as amended.


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

         (a) See Exhibit 33 and Exhibit 34.

         (b) Material Instances of noncompliance:


On or about March 11, 2008, Assurant, Inc. provided the Registrant with a
management's assessment of compliance with servicing criteria set forth in Item
1122(d) of Regulation AB and a registered public accounting firm assessment as
set forth in Item 1122(b) of Regulation AB (the "Assurant Reports"). The
Assurant Reports are attached as Exhibit 33(a) and Exhibit 34(a), respectively,
to this report.

Assurant, Inc. previously excluded the applicable servicing criteria set forth
in Item 1122 (d)(4)(xii) from the scope of its assessment of compliance.
Assurant, Inc. has now assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has identified a material instance of
noncompliance with that servicing criterion. Specifically, Assurant, Inc.
did not have, during the 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). Accordingly, Assurant, Inc.
has restated its previous assessment for the Reporting Period, which
excluded evaluation of the criterion, to include the criterion and reflect the
material noncompliance as a result of its assessment.

On or about March 11, 2008, Avelo provided the Registrant with a revised
management's assessment of compliance with servicing criteria set forth in Item
1122(d) of Regulation AB and a registered public accounting firm assessment as
set forth in Item 1122(b) of Regulation AB (the "Avelo Reports"). The Avelo
Reports are attached as Exhibit 33(b) and Exhibit 34(b) respectively, to this
report.

Avelo Mortgage, L.L.C. has complied, in all material respects, with the
applicable servicing criteria as of and for the Reporting Period except as
follows:

Avelo Mortgage, L.L.C. assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has identified a material instance of
non-compliance with servicing criterion set forth in Item 1122(d)(2)(vii) of
Regulation AB with respect to the Platform. Specifically, Avelo Mortgage, L.L.C.
did not prepare reconciliations for all asset-backed securities related bank
accounts within 30 calendar days after the bank statement cut-off date, or as
such other number of days as specified in the transaction agreements and
reconciling items were not resolved within 90 days of their original
identification or such other number of days as specified in the transaction
agreements.

Litton Loan Servicing LP has fulfilled all its obligations under the Agreement
in all material respects for 2006, except as disclosed below:

Reconciliations for Asset-Backed Securities Related Bank Account
1122(d)(2)(vii)(D)

        Our investor bank account reconciliations included certain reconciling
        items that were not resolved within 90 calendar days of their original
        identification on eleven of sixty-three investor bank account
        reconciliations selected for testing. The sum of the reconciling items
        for those eleven reconciliations was $216,950.

Adjustments to Interest Rates for Pool Assets With Variables Rates
1122(d)(4)(ix)

        Our testing of sixty-five adjustable rate mortgages revealed two
        instances where certain adjustable rate mortgages for which the interest
        rate reset in the servicing system did not agree to interest rates in
        the appropriate source index per the borrowers note documents. These
        were the result of incorrect information transferring from the prior
        servicer. Additionally, the same sixty-five mortgages selected for
        testing included one instance where the adjustable rate mortgage payment
        change date in the servicing system did not agree to the loan documents.


Material instances of noncompliance by Wells Fargo Bank, National Association:

1122(d)(3)(i) Delinquency Reporting: During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.


  Item 1123 of Regulation AB, Servicer Compliance Statement.


            See Exhibit 35.



                                PART IV



  Item 15. Exhibits, Financial Statement Schedules.

   (a) Exhibits

Exhibit 4.1: Pooling and Servicing Agreement, dated as of May 1, 2006, by and
             among GS Mortgage Securities Corp., as depositor, Litton Loan
             Servicing LP, as a servicer, Avelo Mortgage, L.L.C., as a servicer,
             Select Portfolio Servicing, Inc., as a servicer, Wells Fargo Bank,
             N.A., as securities administrator and as master servicer, J.P.
             Morgan Trust Company, National Association,  as a custodian, U.S.
             Bank National Association, as a custodian, Deutsche Bank National
             Trust Company, as a custodian and LaSalle Bank National
             Association, as trustee. (Filed as Exhibit 4 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.1:Representations and Warranties Agreement, dated as of May 26,
             2006, by and between Goldman Sachs Mortgage Company and GS
             Mortgage Securities Corp. (Filed as Exhibit 10.1 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.2:ISDA Master Agreement, dated as of May 26, 2006, by and between
             Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap
             provider, and Wells Fargo Bank, N.A., the securities administrator
             (Filed as Exhibit 10.2 Form 8-K/A on September 19, 2006 and
             incorporated by reference herein).

Exhibit 10.3:Schedule to the Master Agreement, dated as of May 26, 2006, by and
             between Goldman Sachs Mitsui Marine Derivatives Products, L.P.,
             the swap provider, and Wells Fargo Bank, N.A., the securities
             administrator (Filed as Exhibit 10.3 to Form 8-K/A on September
             19, 2006 and incorporated by reference herein).

Exhibit 10.4:Confirmation, dated as of May 11, 2006, by and among Goldman Sachs
             Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives
             Products, L.P., the swap provider, Goldman Sachs Mortgage Company,
             L.P., and Wells Fargo Bank, N.A., the securities administrator
             (Filed as Exhibit 10.4 to Form 8-K/A on September 19, 2006 and
             incorporated by reference herein).

Exhibit 10.5:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Aames
             Capital Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.5 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.6:Flow Mortgage Loan Purchase and Warranties Agreement, dated as of
             April 1, 2006, between Aames Capital Corporation and Goldman Sachs
             Mortgage Company (Filed as Exhibit 10.6 to Form 8-K/A on September
             19, 2006 and incorporated by reference herein).

Exhibit 10.7:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Fremont
             Investment & Loan and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.7 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.8:Amended and Restated Mortgage Loan Purchase and Warranties
             Agreement, dated as of January 1, 2006, between Fremont Investment
             & Loan and Goldman Sachs Mortgage Company (Filed as Exhibit 10.8 to
             Form 8-K/A on September 19, 2006 and incorporated by reference
             herein).

Exhibit 10.9:Amended and Restated Flow Interim Servicing Agreement, dated as of
             January 1, 2006, between Fremont Investment & Loan and Goldman
             Sachs Mortgage Company (Filed as Exhibit 10.9 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.10:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Impac
             Funding Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.10 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.11:Mortgage Loan Purchase and Warranties Agreement, dated as of
             December 1, 2005, between Novelle Financial Services, Inc. and
             Goldman Sachs Mortgage Company (Filed as Exhibit 10.11 to Form
             8-K/A on September 19, 2006 and incorporated by reference herein).

Exhibit 10.12:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Meritage
             Mortgage Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.12 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.13:Amended and Restated Flow Mortgage Loan Purchase and Warranties
             Agreement, dated as of November 1, 2005, between Meritage Mortgage
             Corporation and Goldman Sachs Mortgage Company (Filed as Exhibit
             10.13 to Form 8-K/A on September 19, 2006 and incorporated by
             reference herein).

Exhibit 10.14:Certain tables showing the characteristics of the mortgage loans
             acquired by GSAMP 2006-HE3. (Filed as Exhibit 10.14 to Form 8-K on
             August 8, 2006 and incorporated by reference herein).


     (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) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Avelo Mortgage, L.L.C., as Servicer <F1>
      c) Deutsche Bank National Trust Company, as Custodian <F1>
      d) J.P. Morgan Trust Company, National Association, as Custodian <F1>
      e) Litton Loan Servicing LP, as Servicer <F1>
      f) Select Portfolio Servicing, Inc., as Servicer <F1>
      g) The Bank of New York, as Custodian <F1>
      h) U.S. Bank, National Association, as Custodian <F1>
      i) Wells Fargo Bank, N.A., as Master Servicer <F1>
      j) Wells Fargo Bank, N.A., as Securities Administrator <F1>

      </TABLE>

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

      <TABLE>

      
        <c>
      a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Avelo Mortgage, L.L.C., as Servicer <F1>
      c) Deutsche Bank National Trust Company, as Custodian <F1>
      d) J.P. Morgan Trust Company, National Association, as Custodian <F1>
      e) Litton Loan Servicing LP, as Servicer <F1>
      f) Select Portfolio Servicing, Inc., as Servicer <F1>
      g) The Bank of New York, as Custodian <F1>
      h) U.S. Bank, National Association, as Custodian <F1>
      i) Wells Fargo Bank, N.A., as Master Servicer <F1>
      j) Wells Fargo Bank, N.A., as Securities Administrator <F1>

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) Avelo Mortgage, L.L.C., as Servicer <F1>
      e) Litton Loan Servicing LP, as Servicer <F1>
      f) Select Portfolio Servicing, Inc., as Servicer <F1>
      i) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>

   (b) See (a) above.

   (c) Not applicable.


  <F1> Filed herewith.


                                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.



    GS Mortgage Securities Corp.
    (Depositor)

    /s/ Michelle Gill
    Michelle Gill, Vice President
    (senior officer in charge of securitization of the depositor)

    Date: June 30, 2008


  Exhibit Index

  Exhibit No.

Exhibit 4.1: Pooling and Servicing Agreement, dated as of May 1, 2006, by and
             among GS Mortgage Securities Corp., as depositor, Litton Loan
             Servicing LP, as a servicer, Avelo Mortgage, L.L.C., as a servicer,
             Select Portfolio Servicing, Inc., as a servicer, Wells Fargo Bank,
             N.A., as securities administrator and as master servicer, J.P.
             Morgan Trust Company, National Association,  as a custodian, U.S.
             Bank National Association, as a custodian, Deutsche Bank National
             Trust Company, as a custodian and LaSalle Bank National
             Association, as trustee. (Filed as Exhibit 4 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.1:Representations and Warranties Agreement, dated as of May 26,
             2006, by and between Goldman Sachs Mortgage Company and GS
             Mortgage Securities Corp. (Filed as Exhibit 10.1 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.2:ISDA Master Agreement, dated as of May 26, 2006, by and between
             Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap
             provider, and Wells Fargo Bank, N.A., the securities administrator
             (Filed as Exhibit 10.2 Form 8-K/A on September 19, 2006 and
             incorporated by reference herein).

Exhibit 10.3:Schedule to the Master Agreement, dated as of May 26, 2006, by and
             between Goldman Sachs Mitsui Marine Derivatives Products, L.P.,
             the swap provider, and Wells Fargo Bank, N.A., the securities
             administrator (Filed as Exhibit 10.3 to Form 8-K/A on September
             19, 2006 and incorporated by reference herein).

Exhibit 10.4:Confirmation, dated as of May 11, 2006, by and among Goldman Sachs
             Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives
             Products, L.P., the swap provider, Goldman Sachs Mortgage Company,
             L.P., and Wells Fargo Bank, N.A., the securities administrator
             (Filed as Exhibit 10.4 to Form 8-K/A on September 19, 2006 and
             incorporated by reference herein).

Exhibit 10.5:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Aames
             Capital Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.5 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.6:Flow Mortgage Loan Purchase and Warranties Agreement, dated as of
             April 1, 2006, between Aames Capital Corporation and Goldman Sachs
             Mortgage Company (Filed as Exhibit 10.6 to Form 8-K/A on September
             19, 2006 and incorporated by reference herein).

Exhibit 10.7:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Fremont
             Investment & Loan and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.7 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.8:Amended and Restated Mortgage Loan Purchase and Warranties
             Agreement, dated as of January 1, 2006, between Fremont Investment
             & Loan and Goldman Sachs Mortgage Company (Filed as Exhibit 10.8 to
             Form 8-K/A on September 19, 2006 and incorporated by reference
             herein).

Exhibit 10.9:Amended and Restated Flow Interim Servicing Agreement, dated as of
             January 1, 2006, between Fremont Investment & Loan and Goldman
             Sachs Mortgage Company (Filed as Exhibit 10.9 to Form 8-K/A on
             September 19, 2006 and incorporated by reference herein).

Exhibit 10.10:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Impac
             Funding Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.10 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.11:Mortgage Loan Purchase and Warranties Agreement, dated as of
             December 1, 2005, between Novelle Financial Services, Inc. and
             Goldman Sachs Mortgage Company (Filed as Exhibit 10.11 to Form
             8-K/A on September 19, 2006 and incorporated by reference herein).

Exhibit 10.12:Assignment, Assumption and Recognition Agreement, dated as of May
             26, 2006, by and between Goldman Sachs Mortgage Company, Meritage
             Mortgage Corporation and GS Mortgage Securities Corp. (Filed as
             Exhibit 10.12 to Form 8-K/A on September 19, 2006 and incorporated
             by reference herein).

Exhibit 10.13:Amended and Restated Flow Mortgage Loan Purchase and Warranties
             Agreement, dated as of November 1, 2005, between Meritage Mortgage
             Corporation and Goldman Sachs Mortgage Company (Filed as Exhibit
             10.13 to Form 8-K/A on September 19, 2006 and incorporated by
             reference herein).

Exhibit 10.14:Certain tables showing the characteristics of the mortgage loans
             acquired by GSAMP 2006-HE3. (Filed as Exhibit 10.14 to Form 8-K on
             August 8, 2006 and incorporated by reference herein).


     (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) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C.
      b) Avelo Mortgage, L.L.C., as Servicer
      c) Deutsche Bank National Trust Company, as Custodian
      d) J.P. Morgan Trust Company, National Association, as Custodian
      e) Litton Loan Servicing LP, as Servicer
      f) Select Portfolio Servicing, Inc., as Servicer
      g) The Bank of New York, as Custodian
      h) U.S. Bank, National Association, as Custodian
      i) Wells Fargo Bank, N.A., as Master Servicer
      j) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

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

      <TABLE>

      
        <c>
      a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C.
      b) Avelo Mortgage, L.L.C., as Servicer
      c) Deutsche Bank National Trust Company, as Custodian
      d) J.P. Morgan Trust Company, National Association, as Custodian
      e) Litton Loan Servicing LP, as Servicer
      f) Select Portfolio Servicing, Inc., as Servicer
      g) The Bank of New York, as Custodian
      h) U.S. Bank, National Association, as Custodian
      i) Wells Fargo Bank, N.A., as Master Servicer
      j) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) Avelo Mortgage, L.L.C., as Servicer
      e) Litton Loan Servicing LP, as Servicer
      f) Select Portfolio Servicing, Inc., as Servicer
      i) Wells Fargo Bank, N.A., as Master Servicer

      </TABLE>