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

                                    FORM 10-K

                   Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934

                             For the fiscal year ended
                                 December 31, 2004

                        Commission file number: 333-100818-36

                             GS Mortgage Securities Corp.,
               (as Depositor under the Pooling and Servicing Agreement,
                dated as of May 1, 2004, providing for the issuance
                    of GSAA Trust 2004-3, Mortgage Pass-Through
                               Certificates Series, 2004-3)
              (Exact name of Registrant as specified in its Charter)

                Delaware                                    13-6357101
           (State or other jurisdiction                  (I.R.S. Employer
           incorporation or organization)              Identification Number)

          85 Broad Street
           NEW YORK, NEW YORK                             10004
         (Address of principal executive offices)      (Zip Code)

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

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

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

     Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
     that the Registrant was required to file such reports), and (2) has been
     subject to such filing requirements for the past 90 days.  Yes [X] No[ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to
     Item 405 of Regulation S-K (229.405 of this chapter) is not contained
     herein, and will not be contained, to the best of the Registrant's
     knowledge, in definitive proxy or information statements incorporated
     by reference in Part III of this Form 10-K or any amendment to this
     Form 10-K.         [x]

     Indicate by check mark whether the registrant is an accelerated filer
     (as defined in 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

     Indicate the number of shares outstanding of each of the registrant's
     classes of common stock, as of December 31, 2004.

     Not Applicable

     DOCUMENTS INCORPORATED BY REFERENCE
     None

     PART I

     ITEM 1.  Business.

     Not Applicable

     ITEM 2.  Properties.

     Not Applicable

     ITEM 3.  Legal Proceedings.

     The Registrant knows of no material pending legal proceedings involving
     the trust created under the Pooling and Servicing Agreement, the
     trustee, any servicer or the registrant with respect to the trust
     other than routine litigation incidental to the duties of the respective
     parties.

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

     None

     PART II

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

     There is currently no established public trading market for Registrant's
     Certificates known to the Registrant.

     As of December 31, 2004 the number of holders of record for the
     registered certificates was 9 based on the Trustee's records.

     ITEM 6.  Selected Financial Data.

     Not Applicable

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

     Not Applicable

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

     Not Applicable

     ITEM 8.  Financial Statements and Supplementary Data.

     Not Applicable

     ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure.

     None

     ITEM 9A  Controls and Procedures

     Not Applicable

     ITEM 9B Other Information

     None

     PART III

     ITEM 10.  Directors and Executive Officers of Registrant.

     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.

     Not Applicable

     ITEM 14.  Principal Accountant Fees and Services

     Not Applicable

     PART IV

     ITEM 15. Exhibits, Financial Statement Schedules.

     (a) The following is a list of documents filed as part of this
         Annual Report on Form 10-K:

         Exhibit 31   Sarbanes-Oxley Act Section 302 Certification

         Exhibit 99.1 Servicer's Annual Statement of Compliance for
         Wells Fargo Home Mortgage for Year End December 31, 2004

         Exhibit 99.2 Servicer's Annual Independent Accountant's Report
         for Wells Fargo Home Mortgage for Year End December 31, 2004

         Exhibit 99.3 Servicer's Annual Statement of Compliance for
         Chase Manhattan Mortgage Corporation for Year End
         December 31, 2004

         Exhibit 99.4 Servicer's Annual Independent Accountant's Report
         for Chase Manhattan Mortgage Corporation for Year End
         December 31, 2004

         Exhibit 99.5 Servicer's Annual Statement of Compliance for
         Countrywide Home Loans Servicing LP for Year End
         December 31, 2004

         Exhibit 99.6 Servicer's Annual Independent Accountant's Report
         for Countrywide Home Loans Servicing LP for Year End
         December 31, 2004

         Exhibit 99.7 Aggregate Statement of Distributions to
         Certificateholders for Year End December 31, 2004.

     (b) The exhibits required to be filed by Registrant pursuant to Item
         601 of Regulation S-K are listed above.

     (c) Not Applicable



                                     SIGNATURE

          Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the Registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.




                                   GS Mortgage Securities Corp.,
                                   as Depositor


                                       By: /s/: Michelle Gill
                                                Michelle Gill
                                                Vice President


     Date: March 30, 2005


     SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
     TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
     SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

     (a) (1)  No annual report is provided to the certificateholders.

     (a) (2)  No proxy statement, form of proxy or other proxy soliciting
              material has been sent to any certificateholder with respect
              to any annual or other meeting of the certificateholders.
<page>


Exhibit 31

CERTIFICATION

Re: GSAA Trust 2004-3 (the "Trust") Mortgage Pass-Through Certificates,
Series 2004-3, issued pursuant to the Pooling and Servicing Agreement,
dated as of May 1, 2004 (the "Pooling and Servicing Agreement"), among
GS Mortgage Securities Corp., as depositor (the "Depositor"), Chase
Manhattan Mortgage Corporation, as servicer ("Chase"), Countrywide
Home Loans Servicing LP, as servicer ("Countrywide") and Deutsche
Bank National Trust Company, as trustee (the "Trustee")

I, Michelle Gill, certify that:

1. I have reviewed this annual report on Form 10-K ("Annual Report"), and
all reports on Form 8-K containing distribution reports (collectively with
this Annual Report, the "Reports") filed in respect of periods included in
the year covered by this Annual Report, of the Trust;

2. Based on my knowledge, the information in the Reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this Annual Report;

3. Based on my knowledge, the distribution or servicing information required
to be provided to the Trustee by the Servicers under the Pooling and Servicing
Agreement for inclusion in the Reports is included in the Reports;

4. Based on my knowledge and upon the annual compliance statement included
in this Annual Report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing Agreement, and except
as disclosed in the Reports, the Servicers have fulfilled its obligations
under the Pooling and Servicing Agreement; and

5. The Reports disclose all significant deficiencies relating to the
Servicers' compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement, that is included in the Reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and the
Servicers.

Date: March 30, 2005
/s/: Michelle Gill
Michelle Gill
Vice President




<page>

Exhibit 99.1

Wells Fargo Home Mortgage logo here

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

March 1, 2005

Re: Annual Certification

We hereby certify to the best of our knowledge and belief that for the
calendar year of 2004:

1. All real estate taxes, bonds assessments and other lienable items have
been paid.

2. All FHA mortgage insurance, private mortgage insurance premiums, and
flood insurance have been paid (if applicable).

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

4. We have made all property inspections as required.

5. Fidelity bonds and Errors and Omissions insurance coverage currently exists.

6. That the Officer signing this certificate has reviewed the activities and
performance of the Servicer during the preceding fiscal year under the terms
of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide or similar agreements and to the best of this
officer's knowledge, the Servicer has fulfilled all of its duties,
responsibilities or obligations of such agreement throughout the year, or if
there has been a default or failure of the servicer to perform any of such
duties, responsibilities or obligations, a description of each default or
failure and the nature and status thereof has been reported.

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

Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A







<page>

Exhibit 99.2

KPMG logo here


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

Independent Accountants' Report

The Board of Directors
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.:

We have examined management's assertion, included in the accompanying Assertion
of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank,
N.A. (the Company), that the Company complied with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) as of and for the year
ended December 31, 2004.  Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the minimum servicing standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2004 is fairly stated, in all material respects.

/s/: KPMG LLP

February 23, 2005

<page>

Wells Fargo logo here

1 Home Campus
Des Moines, IA 50328

Assertion of Management of Wells Fargo Home Mortgage, a division of Wells
Fargo Bank, N.A.

As of and for the year ended December 31, 2004, Wells Fargo Home Mortgage, a
division of Wells Fargo Bank, N.A. (the Company) has complied in all material
respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers.

As of and for this same period, the Company had in effect a fidelity bond
along with an errors and omissions policy in the amounts of $100 million and
$20 million, respectively.

/s/: Michael J. Heid
Michael J. Heid, Division President, Capital Markets, Finance, &
Administration
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
February 23, 2005

/s/: Franklin Codel
Franklin R. Codel, Executive Vice President, Finance and Corporate Real
Estate
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
February 23, 2005

/s/: Michael Lepore
Michael Lepore, Executive Vice President, Institutional Lending
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
February 23, 2005

/s/: Mary Coffin
Mary Coffin, Executive Vice President, Servicing & Post Closing
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
February 23, 2005


<page>

Exhibit 99.3

Chase company logo here

OFFICER'S CERTIFICATE
CHASE HOME FINANCE LLC
MORTGAGE PASS THROUGH CERTIFICATE

Pursuant to the applicable Pooling and Servicing Agreement (see Exhibit
"A") attached hereto and incorporated herein by this reference), Chase
Home Finance LLC, successor by merger to Chase Manhattan Mortgage
Corporation, hereby provides the following Officers' Certificate:

(i)  A review of the activities of the Master Servicer (the "Servicer")
during the preceding calendar year and of performance under the related
Pooling and Servicing Agreement has been made under my supervision; and

(ii) to the best of my knowledge, based on such review, the Servicer
has performed and fulfilled its duties, responsibilities and
obligations under each Agreement in all material respects throughout
such year.

/s/  Douglas C. Stephens
Douglas C. Stephens
Vice President
Default Loan Servicing

March 15, 2005

<page>

Exhibit A

Deutsche ID            Deal Name                   ASOC

MS04C6                  Morgan Stanley 2004-NC6    Chase
MS04C7                  Morgan Stanley 2004-NC7    Chase
MS04C8                  Morgan Stanley 2004-NC8    Chase
MS04H1                  Morgan Stanley 2004-HE1    Chase
MS04H2                  Morgan Stanley 2004-HE2    Chase
MS04H3                  Morgan Stanley 2004-HE3    Chase
MS04H4                  Morgan Stanley 2004-HE4    Chase
MS04H5                  Morgan Stanley 2004-HE5    Chase
MS04H6                  Morgan Stanley 2004-HE6    Chase
MS04H7                  Morgan Stanley 2004-HE7    Chase
MS04H8                  Morgan Stanley 2004-HE8    Chase
GS04C1                  GSAA 2004-NC1              Chase
GS04H1                  GSAMP 2004-HE1             Chase
GS0403                  GSAA 2004-3                Chase
FF0403                  GSAMP 2004-FF3             Chase
GS0405                  GSAA 2004-5                Chase
GS04H2                  GSAMP 2004-HE2             Chase
LH0401                  Lehman Sail 2004-1         Chase


<page>


Exhibit 99.4

PricewaterhouseCoopers logo here

PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York, NY 10017
Telephone (646) 471-3000
Facsimile (813) 286-6000

Report of Independent Auditors

To the Board of Directors and Stockholder
of Chase Home Finance LLC:

We have examined management's assertion about Chase Home Finance LLC's
(formerly known as Chase Manhattan Mortgage Corporation) (the "Company")
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("USAP") as of and for the year ended December 31,2004
included in the accompanying management assertion (see Exhibit I).
 Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.

Our examination was made in accordance with attestation standards
established by the American Institute of Certified Public Accountants
and, accordingly, included examining, on a test basis, evidence about
the Company's compliance with the minimum servicing standards and
performing such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum servicing
standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2004 is fairly stated, in all material respects.



By: /s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
March 11, 2005











JP Morgan Chase logo here

Exhibit I

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 11, 2005

As of and for the year ended December 31, 2004, Chase Home Finance LLC
(formerly known as Chase Manhattan Mortgage Corporation) (the "Company")
has complied in all material respects with the minimum servicing standards
(the "standards") set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers,
("USAP"). These standards are applicable only to Company's prime and
subprime mortgage portfolios.

As of and for this same period, the Company had in effect fidelity bond and
errors and omissions policy in the amounts of $250,000,000 and $25,000,000
respectively.


/S/:  Thomas L. Wind
      Thomas L. Wind
      Co-Chief Executive Officer
      Chase Home Finance LLC

/S/:  Scott Powell
      Scott Powell
      Co-Chief Executive Officer
      Chase Home Finance LLC

/S/:  Terry L. Gentry
      Terry L. Gentry
      SVP of Servicing
      Chase Home Finance LLC

<page>

Exhibit 99.5


Countrywide Home Loans company logo here

400 Countrywide Way
Simi Valley, California 93065-6298

March 23, 2005

GOLDMAN SACHS (CRA ARM)
85 Broad Street 6th Floor
New York, NY  10004
Attn:  John Makarinos

OFFICER'S CERTIFICATE

I, Joseph Candelario, herby certify that I am the First Vice President,
Loan Administration of Countrywide Home loans, Inc., fka Countrywide
Funding Corporation. I further certify, with respect to the applicable
servicing agreements (the "Servicing Agreements") with respect to the
transactions listed on Exhibit A (collectively, the "Servicers") for
Countrywide Mortgage Obligations, Inc. and Countrywide Home Loan Servicing,
LP, the following:

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

By: /s/: Joseph Candelario
Joseph Candelario
Date: March 23, 2005
First Vice President
Compliance Officer
Loan Administration

re:  Investor Numbers:  7002449, 7801017, 7801019, 7801020, 7801021,
7801023, 7801025, 7801028, 7801029, 7801059, 7801119, 7801125, 3001173,
7003965, 7004080, 7004136, 7004142, 7004245, 7004336, 7004337, 7004338,
7004398, 7004550, 7004633, 7004634, 7004635, 7004649, 7004737, 7004773,
7004779, 7004858, 7004863, 7004874, 7004875, 3770130.

<page>


Exhibit A


GSR 2004-2F
GSR 2004-3F
GSR 2004-4
GSR 04-5
GSR 2004-7
GSR 04-8F
GSR 2004-9
GSR 04-10F
GSR 04-11
GSR 2004-12
GSR 2004-14
GSR 2004-15F

GSAMP 2004-AR1
GSAMP 2004-AR2
GSAMP 2004-HE2

GSAA 04-CW1
GSAA 2004-3
GSAA 04-5
GSAA 04-7
GSAA 04-8
GSAA 04-9
GSAA 04-10
GSAA 2004-11


<page>



Exhibit 99.6

KPMG logo here


KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA 90071-1568

Independent Accountants' Report

The Board of Directors
Countrywide Financial Corporation:

We have examined the accompanying management's assertion, that Countrywide
Financial Corporation and subsidiaries, including its wholly-owned subsidiary
Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P.,
a wholly-owned subsidiary of CHL, (collectively, the Company) complied with
the minimum servicing standards set forth in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers (USAP)
as of and for the year ended December 31, 2004.  Management is responsible
for the Company's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the minimum servicing standards.

In our opinion, management's assertion that Countrywide Financial Corporation
and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans,
Inc. (CHL) and Countrywide Home Loan Servicing, L.P., a wholly-owned subsidiary
of CHL, complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 2004 is fairly stated, in all material
respects.

/s/: KPMG LLP

March 17, 2005

<page>

Countrywide Home Loans logo here

2900 Madera Road
Simi Valley, California 93065-6298
(805) 955-1000

Management's Assertion
March 17, 2005

As of and for the year ended December 31, 2004, Countrywide Financial
Corporation and Subsidiaries (which includes its wholly-owned subsidiary,
Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing,
L.P., a wholly-owned subsidiary of CHL) (the "Company") has complied in
all material respects with the minimum servicing standards set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers.  As of and for this same period, the Company
had in effect a fidelity bond and errors and omissions policy in the amount
of $200 million and $100 million, respectively.

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

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