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

                                  FORM 10-K


  (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, 2008

      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: 333-132232-35

      Bear Stearns ARM Trust 2007-3
      (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                                54-2199593
  (State or other jurisdiction of         54-2199594
  incorporation or organization)          54-2199595
                                          (I.R.S. Employer
                                          Identification No.)


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


 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



  Note - Checking the box above will not relieve any registrant required to
  file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
  obligations under those Sections.


  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 (Section 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, a non-accelerated filer, or a smaller reporting
  company.  See the definitions of "large accelerated filer", "accelerated
  filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer ___
   Accelerated filer ___
   Non-accelerated filer X (Do not check if a smaller reporting company)
   Smaller reporting company ___

  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.



  Indicate by check mark whether the registrant has filed all documents and
  reports required to be filed by Section 12, 13 or 15(d) of the Securities
  Exchange Act of 1934 subsequent to the distribution of securities under a
  plan confirmed by a court.

    Not applicable.



  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

    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).



                                     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 Registrant's 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 10% or more of the pool assets held by the issuing
entity.



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

No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.



Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).

No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.



Item 1117 of Regulation AB, Legal Proceedings.

Countrywide Home Loans hereby notifies you of the following:

Certain state and local government officials have filed proceedings against
Countrywide Financial Corporation, Countrywide Home Loans, Inc. ("Countrywide")
and Countrywide Home Loans Servicing LP ("Countrywide Servicing"), including,
among others, lawsuits brought by the state attorneys general of California,
Connecticut, Florida, Illinois, Indiana and West Virginia. The lawsuits allege,
among other things, that Countrywide Financial Corporation, Countrywide and
Countrywide Servicing violated state consumer protection laws by engaging in
deceptive marketing practices designed to increase the volume of loans they
originated and then sold into the secondary market and (according to certain of
the complaints) by improperly servicing loans. The lawsuits seek various
remedies, including among other things, restitution, other monetary relief,
penalties and rescission or reformation of mortgage loans made to consumers. In
addition, the Director of the Washington State Department of Financial
Institutions has commenced an administrative proceeding against Countrywide
alleging, among other things, that Countrywide did not provide borrowers with
certain required disclosures and that the loan products made available to
Washington borrowers of protected races or ethnicities were less favorable than
those made available to other similarly situated borrowers.

On October 6, 2008, Bank of America Corporation ("Bank of America") announced
settlements in relation to allegations of unfair and deceptive marketing
practices with the states attorneys general of several states, including
Arizona, California, Connecticut, Florida, Illinois, Iowa, Michigan, North
Carolina, Ohio, Texas and Washington (such states, together with such additional
states that enter into settlements, the "Settling States"). The settlement with
the Attorney General of Washington does not address the pending administrative
action. Following its settlement announcement on October 6, 2008, Bank of
America entered into settlements with the states attorneys general of Delaware,
Kansas, Nevada and Pennsylvania, and has engaged in negotiations, and may have
entered into other settlements, with additional states attorneys general. The
cornerstone of the settlements is a loan modification program for subprime
borrowers and pay option ARM borrowers designed to avoid foreclosures, along
with a nationwide fund of up to $150 million for payments to borrowers who have
already experienced foreclosure. While the loan modifications to be made
pursuant to the settlements with the Settling States are intended to both avoid
unnecessary foreclosures and increase recoveries relative to foreclosing on
defaulted borrowers, the ultimate effectiveness of these modifications in
mitigating losses on Countrywide mortgage loans cannot be predicted with
certainty. This loan modification program could result in more modifications of
the original terms of Countrywide mortgage loans, more delinquent and
defaulted Countrywide mortgage loans, delays in foreclosures and liquidations
with respect to defaulted Countrywide mortgage loans and/or permanent
forgiveness of a portion of the amounts owing in respect of the related
Countrywide mortgage loans, which could result in delays and reductions in
distribution to be made to certificateholders or an increase in realized
losses allocated to the certificateholders.

While the outcome of the proceedings described above that are not subject to
settlements with Settling States is unknown, the relief sought by the government
officials in one or more of the matters could, if granted, result in delays in
the foreclosure process, reduced payments by borrowers, modification of the
original terms of the Countrywide mortgage loans, permanent forgiveness of all
or a portion of the amounts owing in respect of the related Countrywide mortgage
loans and/or increased reimbursable servicing expenses, which could result in
delays and reductions in distributions to be made to certificateholders or an
increase in realized losses allocated to the certificateholders.


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

The information regarding this Item has been previously filed in a 424(b)(5)
filing dated April 30, 2007.



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

The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.

Countrywide Home Loans Servicing LP has identified certain instances of
noncompliance with the following servicing criteria during the Reporting
Period of the Platform:

1122(d)(4)(vi): Countrywide Home Loans Servicing LP notes that in some
instances changes with respect to the terms or status of an obligor's loan
were made without the clear consent of the trustee.

With respect to the noted material instances of noncompliance with criterion
1122(d)(4)(vi), Countrywide Home Loans Servicing LP has advised the Depositor
that it believes that it received consent from the trustee in relation to
changes to the terms or status of an obligor's loan and that Countrywide Home
Loans Servicing LP disagrees with the findings of its auditors in this regard.

1122(d)(4)(vii): Countrywide Home Loans Servicing LP notes that certain loss
mitigation or recovery actions were not initiated, conducted or concluded in
accordance with the required timeframes established under the transaction
agreements.

1122(d)(4)(vii): Countrywide Home Loans Servicing LP is implementing more
objective review criteria for delinquent loans to ensure appropriate contact,
loss mitigation efforts and timely referral for foreclosure, second level
reviews by its internal audit group and additional reporting to management to
ensure that loss mitigation efforts and referral for foreclosure are
performed within objectively defined deadlines.



Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15.



                               Part IV

  Item 15. Exhibits, Financial Statement Schedules.

  (a) Exhibits.

  (4.1) Pooling and Servicing Agreement, dated April 1, 2007, among Structured
  Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation,
  as seller and master servicer, Wells Fargo Bank, N.A. as securities
  administrator, and Citibank, N.A., as trustee (As previously filed on Form
  8-K filed on May 24, 2007 and hereby incorporated by reference into this
  report on Form 10-K)

  (10.1) Terms Agreement, dated April 26, 2007, between Bear, Stearns & Co.
  Inc., as underwriter and Structured Asset Mortgage Investments II Inc., as
  depositor, relating to the Underwriting Agreement, dated February 26, 2007,
  between Bear, Stearns & Co. Inc., as underwriter Structured Asset Mortgage
  Investments II Inc., as depositor (As previously filed on Form 8-K filed on
  May 24, 2007 and hereby incorporated by reference into this report on Form
  10-K)

  (10.2) Custodial Agreement dated April 30, 2007, by and among Wells Fargo
  Bank, N.A., as trustee, Structured Asset Mortgage Investments II Inc., as
  depositor, EMC Mortgage Corporation, as seller and master servicer, and
  Treasury Bank, a Division of Countrywide Bank, FSB, as custodian (As
  previously filed on Form 8-K filed on May 24, 2007 and hereby incorporated
  by reference into this report on Form 10-K)

  (10.3) Seller's Warranties and Servicing Agreement dated September 1, 2002
  between EMC Mortgage Corporation, as purchaser, and Countrywide Home Loans,
  Inc., as seller and servicer (As previously filed on Form 8-K filed on May
  24, 2007 and hereby incorporated by reference into this report on Form 10-K)

  (10.4) Amendment Number One is made this 1st day of January, 2003 by and
  between Countrywide Home Loans, Inc. and EMC Mortgage Corporation, to the
  Seller's Warranties and Servicing Agreement, dated September 1, 2002, by and
  between the Company and the purchaser (As previously filed on Form 8-K filed
  on May 24, 2007 and hereby incorporated by reference into this report on
  Form 10-K)

  (10.5) Amendment Reg AB, dated January 1, 2006, by and between EMC Mortgage
  Corporation, and Countrywide Home Loans, Inc. to that certain Seller's
  Warranties and Servicing Agreement dated September 1, 2002 by and between
  the Company and the purchaser  (As previously filed on Form 8-K filed on May
  24, 2007 and hereby incorporated by reference into this report on Form 10-K)

  (10.6) Assignment, Assumption and Recognition Agreement is made and entered
  into as of April 30, 2007 among EMC Mortgage Corporation, Wells Fargo Bank,
  N.A., as trustee Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,
  Series 2007-3, and Countrywide Home Loans Servicing LP, (As previously filed
  on Form 8-K filed on May 24, 2007 and hereby incorporated by reference into
  this report on Form 10-K)

  (10.7) Mortgage Loan Purchase Agreement, dated April 30, 2007 by and between
  EMC Mortgage Corporation (the "Mortgage Loan Seller") and Structured Asset
  Mortgage Investments II Inc. (the "Purchaser") (As previously filed on Form
  8-K filed on May 24, 2007 and hereby incorporated by reference into this
  report on Form 10-K)

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

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


    <TABLE>
    
      <c>

    33.1 Countrywide Home Loans Servicing LP as Servicer
    33.2 EMC Mortgage Corporation as Master Servicer
    33.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian
    33.4 Wells Fargo Bank, N.A. as Trustee

    </TABLE>


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


    <TABLE>
    
      <c>

    34.1 Countrywide Home Loans Servicing LP as Servicer
    34.2 EMC Mortgage Corporation as Master Servicer
    34.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian
    34.4 Wells Fargo Bank, N.A. as Trustee

    </TABLE>


   (35) Servicer compliance statement.


    <TABLE>
    
       <c>

    35.1 Countrywide Home Loans Servicing LP as Servicer
    35.2 EMC Mortgage Corporation as Master Servicer
    35.3 Wells Fargo Bank, N.A. as Trustee

    </TABLE>


   (b) Not applicable.

   (c) Omitted.



                          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 ARM Trust 2007-3
   (Issuing Entity)

   EMC Mortgage Corporation
   (Master Servicer)

   /s/ Michelle D. Viner
   Michelle D. Viner, Vice President
   (senior officer in charge of the servicing function of the master
   servicer)


    Date:   March 30, 2009



  Exhibit Index

  Exhibit No.


   (4.1) Pooling and Servicing Agreement, dated April 1, 2007, among
   Structured Asset Mortgage Investments II Inc., as depositor, EMC Mortgage
   Corporation, as seller and master servicer, Wells Fargo Bank, N.A. as
   securities administrator, and Citibank, N.A., as trustee (As previously
   filed on Form 8-K filed on May 24, 2007 and hereby incorporated by
   reference into this report on Form 10-K)

   (10.1) Terms Agreement, dated April 26, 2007, between Bear, Stearns & Co.
   Inc., as underwriter and Structured Asset Mortgage Investments II Inc., as
   depositor, relating to the Underwriting Agreement, dated February 26, 2007,
   between Bear, Stearns & Co. Inc., as underwriter Structured Asset Mortgage
   Investments II Inc., as depositor (As previously filed on Form 8-K filed on
   May 24, 2007 and hereby incorporated by reference into this report on Form
   10-K)

   (10.2) Custodial Agreement dated April 30, 2007, by and among Wells Fargo
   Bank, N.A., as trustee, Structured Asset Mortgage Investments II Inc., as
   depositor, EMC Mortgage Corporation, as seller and master servicer, and
   Treasury Bank, a Division of Countrywide Bank, FSB, as custodian (As
   previously filed on Form 8-K filed on May 24, 2007 and hereby incorporated
   by reference into this report on Form 10-K)

   (10.3) Seller's Warranties and Servicing Agreement dated September 1, 2002
   between EMC Mortgage Corporation, as purchaser, and Countrywide Home Loans,
   Inc., as seller and servicer (As previously filed on Form 8-K filed on May
   24, 2007 and hereby incorporated by reference into this report on Form 10-K)

   (10.4) Amendment Number One is made this 1st day of January, 2003 by and
   between Countrywide Home Loans, Inc. and EMC Mortgage Corporation, to the
   Seller's Warranties and Servicing Agreement, dated September 1, 2002, by
   and between the Company and the purchaser (As previously filed on Form 8-K
   filed on May 24, 2007 and hereby incorporated by reference into this report
   on Form 10-K)

   (10.5) Amendment Reg AB, dated January 1, 2006, by and between EMC Mortgage
   Corporation, and Countrywide Home Loans, Inc. to that certain Seller's
   Warranties and Servicing Agreement dated September 1, 2002 by and between
   the Company and the purchaser  (As previously filed on Form 8-K filed on
   May 24, 2007 and hereby incorporated by reference into this report on Form
   10-K)

   (10.6) Assignment, Assumption and Recognition Agreement is made and entered
   into as of April 30, 2007 among EMC Mortgage Corporation, Wells Fargo Bank,
   N.A., as trustee Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,
    Series 2007-3, and Countrywide Home Loans Servicing LP, (As previously
   filed on Form 8-K filed on May 24, 2007 and hereby incorporated by
   reference into this report on Form 10-K)

   (10.7) Mortgage Loan Purchase Agreement, dated April 30, 2007 by and
   between EMC Mortgage Corporation (the "Mortgage Loan Seller") and
   Structured Asset Mortgage Investments II Inc. (the "Purchaser") (As
   previously filed on Form 8-K filed on May 24, 2007 and hereby incorporated
   by reference into this report on Form 10-K)

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

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


    <TABLE>

    
      <c>
    33.1 Countrywide Home Loans Servicing LP as Servicer
    33.2 EMC Mortgage Corporation as Master Servicer
    33.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian
    33.4 Wells Fargo Bank, N.A. as Trustee

    </TABLE>

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


    <TABLE>

    
      <c>
    34.1 Countrywide Home Loans Servicing LP as Servicer
    34.2 EMC Mortgage Corporation as Master Servicer
    34.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian
    34.4 Wells Fargo Bank, N.A. as Trustee

    </TABLE>

   (35) Servicer compliance statement.


    <TABLE>

    
       <c>
    35.1 Countrywide Home Loans Servicing LP as Servicer
    35.2 EMC Mortgage Corporation as Master Servicer
    35.3 Wells Fargo Bank, N.A. as Trustee

    </TABLE>