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



                                          FORM 10-K/A


  (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:  333-127620-26

       GSR Mortgage Loan Trust 2006-3F
       (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                                          54-2196546
  (State or other jurisdiction of                   54-2196547
  incorporation or organization                     54-2196548
  of issuing entity)                                54-6713953
                                                    (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)



Telephone number, including area code of issuing entity: (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.,
  the 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.

            None.


                                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 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.

            None.

  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.


            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

       (4) and (10)

       Master Servicing and Trust Agreement, dated as of
       March 1, 2006, among GS Mortgage Securities Corp., as
       depositor, Wells Fargo Bank, N.A. as securities
       administrator and master servicer, JPMorgan Chase
       Bank, N.A., as a custodian, Deutsche Bank National
       Trust Company, as a custodian, and U.S. Bank National
       Association, as trustee (filed as Exhibit 4.5.1 to
       Form 8-K on April 13, 2006 and incorporated by
       reference herein)

       Standard Terms to Master Servicing and Trust
       Agreement (March 2006 Edition) (filed as Exhibit
       4.5.2 to Form 8-K on April 13, 2006 and incorporated
       by reference herein)

       Trust Agreement for Exchangeable Certificates, dated
       as of March 1, 2006, among GS Mortgage Securities
       Corp., as depositor, U.S. Bank National Association,
       as Trustee, and Wells Fargo Bank, N.A., as master
       servicer and securities administrator (filed as
       Exhibit 4.5.3 to Form 8-K on April 13, 2006 and
       incorporated by reference herein)

       Servicing Agreement dated as of July 1, 2004, between
       Goldman Sachs Mortgage Company, as purchaser, and
       Countrywide Home Loans Servicing LP, as servicer
       (filed as Exhibit 99.1 to Form 8-K on April 13, 2006
       and incorporated by reference herein)

       Flow Servicing Agreement dated as of May 1, 2005, by
       and between GSMC, as purchaser and Countrywide Home
       Loans Servicing LP, as servicer (filed as Exhibit
       99.2 to Form 8-K on April 13, 2006 and incorporated
       by reference herein)

       Amendment Reg AB, dated as of January 1, 2006,
       between GS Mortgage Corp. and Countrywide Home Loans,
       Inc. (filed as Exhibit 99.3 to Form 8-K on April 13,
       2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among GSMC, the
       Depositor and Countrywide Home Loans Servicing LP,
       as servicer (filed as Exhibit 99.4 to Form 8-K on
       April 13, 2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among GSMC, the
       Depositor and Countrywide Home Loans, Inc., as a
       seller (filed as Exhibit 99.5 to Form 8-K on April
       13, 2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among the
       Depositor, the Trustee, Countrywide Home Loans, Inc.,
       as seller, and Countrywide Home Loans Servicing LP,
       as servicer, and as acknowledged by Wells Fargo Bank,
       N.A. (filed as Exhibit 99.6 to Form 8-K on April 13,
       2006 and 2006 and incorporated by reference herein)

       Conduit Assignment, Assumption and Recognition
       Agreement dated as of March 1, 2006, by and among
       GSMC, the Depositor and Countrywide Home Loans
       Servicing LP (filed as Exhibit 99.7 to Form 8-K on
       April 13, 2006 and incorporated by reference herein)

       Conduit Assignment, Assumption and Recognition
       Agreement dated as of March 1, 2006, by and among the
       Depositor, the Trustee and as acknowledged by Wells
       Fargo Bank, N.A. (filed as Exhibit 99.8 to Form 8-K
       on April 13, 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) Countrywide Home Loans Servicing LP, as Servicer <F1>
      d) Deutsche Bank National Trust Company, as Custodian <F1>
      e) IndyMac Bank, F.S.B., as Servicer <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. <F1>
      h) The Bank of New York, 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) Countrywide Home Loans Servicing LP, as Servicer <F1>
      d) Deutsche Bank National Trust Company, as Custodian <F1>
      e) IndyMac Bank, F.S.B., as Servicer <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. <F1>
      h) The Bank of New York, 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>
      c) Countrywide Home Loans Servicing LP, 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.

       (4) and (10)

       Master Servicing and Trust Agreement, dated as of
       March 1, 2006, among GS Mortgage Securities Corp., as
       depositor, Wells Fargo Bank, N.A. as securities
       administrator and master servicer, JPMorgan Chase
       Bank, N.A., as a custodian, Deutsche Bank National
       Trust Company, as a custodian, and U.S. Bank National
       Association, as trustee (filed as Exhibit 4.5.1 to
       Form 8-K on April 13, 2006 and incorporated by
       reference herein)

       Standard Terms to Master Servicing and Trust
       Agreement (March 2006 Edition) (filed as Exhibit
       4.5.2 to Form 8-K on April 13, 2006 and incorporated
       by reference herein)

       Trust Agreement for Exchangeable Certificates, dated
       as of March 1, 2006, among GS Mortgage Securities
       Corp., as depositor, U.S. Bank National Association,
       as Trustee, and Wells Fargo Bank, N.A., as master
       servicer and securities administrator (filed as
       Exhibit 4.5.3 to Form 8-K on April 13, 2006 and
       incorporated by reference herein)

       Servicing Agreement dated as of July 1, 2004, between
       Goldman Sachs Mortgage Company, as purchaser, and
       Countrywide Home Loans Servicing LP, as servicer
       (filed as Exhibit 99.1 to Form 8-K on April 13, 2006
       and incorporated by reference herein)

       Flow Servicing Agreement dated as of May 1, 2005, by
       and between GSMC, as purchaser and Countrywide Home
       Loans Servicing LP, as servicer (filed as Exhibit
       99.2 to Form 8-K on April 13, 2006 and incorporated
       by reference herein)

       Amendment Reg AB, dated as of January 1, 2006,
       between GS Mortgage Corp. and Countrywide Home Loans,
       Inc. (filed as Exhibit 99.3 to Form 8-K on April 13,
       2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among GSMC, the
       Depositor and Countrywide Home Loans Servicing LP,
       as servicer (filed as Exhibit 99.4 to Form 8-K on
       April 13, 2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among GSMC, the
       Depositor and Countrywide Home Loans, Inc., as a
       seller (filed as Exhibit 99.5 to Form 8-K on April
       13, 2006 and incorporated by reference herein)

       Assignment, Assumption and Recognition Agreement
       dated as of March 1, 2006, by and among the
       Depositor, the Trustee, Countrywide Home Loans, Inc.,
       as seller, and Countrywide Home Loans Servicing LP,
       as servicer, and as acknowledged by Wells Fargo Bank,
       N.A. (filed as Exhibit 99.6 to Form 8-K on April 13,
       2006 and 2006 and incorporated by reference herein)

       Conduit Assignment, Assumption and Recognition
       Agreement dated as of March 1, 2006, by and among
       GSMC, the Depositor and Countrywide Home Loans
       Servicing LP (filed as Exhibit 99.7 to Form 8-K on
       April 13, 2006 and incorporated by reference herein)

       Conduit Assignment, Assumption and Recognition
       Agreement dated as of March 1, 2006, by and among the
       Depositor, the Trustee and as acknowledged by Wells
       Fargo Bank, N.A. (filed as Exhibit 99.8 to Form 8-K
       on April 13, 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) Countrywide Home Loans Servicing LP, as Servicer <F1>
      d) Deutsche Bank National Trust Company, as Custodian <F1>
      e) IndyMac Bank, F.S.B., as Servicer <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. <F1>
      h) The Bank of New York, 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) Countrywide Home Loans Servicing LP, as Servicer <F1>
      d) Deutsche Bank National Trust Company, as Custodian <F1>
      e) IndyMac Bank, F.S.B., as Servicer <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) Newport Management Corporation as Sub-Contractor for IndyMac Bank, F.S.B. <F1>
      h) The Bank of New York, 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
      c) Countrywide Home Loans Servicing LP, as Servicer
      i) Wells Fargo Bank, N.A., as Master Servicer

      </TABLE>