Citigroup Mortgage Loan Trust Inc., Series 2005-HE3
Not applicable.
Not applicable.
Not applicable.
Not applicable.
The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement(the Trust), the Trustee, the Servicer, or the Registrant.
None.                                    PART II
No established public trading market for the Certificate exists.          Records provided to the Trust by the DTC and the Trustee indicate         that as of December 31, 2005, the total number of holders of record         for the series of certificates is 57.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
None.
Not applicable.
None.                                      PART III
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.                                     PART IV
(a) Exhibits:      1     Annual Independent Accountant's Servicing Report ("USAP")           for the year ended December 31, 2005           Countrywide Home Loans Servicing LP, as Servicer and           accompanying Report of Management as to compliance           with minimum servicing standards      2     Annual Independent Accountant's Servicing Report ("USAP")           for the year ended December 31, 2005           HomEq Servicing Corporation, as Servicer and           accompanying Report of Management as to compliance           with minimum servicing standards      3     Annual Independent Accountant's Servicing Report ("USAP")           for the year ended December 31, 2005           JPMorgan Chase Bank,N.A., as Servicer and           accompanying Report of Management as to compliance           with minimum servicing standards      4     Annual Statement of Compliance           for the year ended December 31, 2005           Countrywide Home Loans Servicing LP, as Servicer      5     Annual Statement of Compliance           for the year ended December 31, 2005           HomEq Servicing Corporation, as Servicer      7     Annual Statement of Compliance           for the year ended December 31, 2005           JPMorgan Chase Bank, N.A., as Servicer      8     Aggregate Statement of Principal and Interest Distributions           to Certificate Holders for the year ended December 31, 2005  (b)  Not applicable.  (c)  Not applicable.                                  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:        Citigroup Mortgage Loan Trust Inc.     (Registrant)     Signed: Citigroup Mortage Loan Trust Inc. as Depositor    By: /s/ Susan Mills    By: Susan Mills, Vice President    Dated: March 30, 2006                                  CERTIFICATION    I, Susan Mills, certify that:    1. I have reviewed this annual report on Form 10-K, and all reports on      Form 8-K containing distribution or servicing reports filed in      respect of periods included in the year covered by this annual report,      of Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through      Certificates, Series 2005-HE3;    2. Based on my knowledge, the information in these 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 servicer under the      pooling and servicing, or similar, agreement, for inclusion in these      reports is included in these reports;    4. Based on my knowledge and upon the annual compliance statement      included in the report and required to be delivered to the trustee in      accordance with the terms of the pooling and servicing, or similar,      agreement, and except as disclosed in the reports, the servicer has      fulfilled its obligations under the servicing agreement; and    5. The reports disclose all significant deficiencies relating to the      servicer's 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, or similar, agreement, that is included in      these reports.       In giving the certifications above, I have reasonably relied on      information provided to me by the following unaffiliated parties:      Countrywide Home Loans Servicing LP, JPMorgan Chase Bank National      Association, HomEq Servicing Corporation, and US Bank National      Association.         Date: March 30, 2006       /s/ Susan Mills      Signature       Vice President      Title    EX-1 2 ex01.txt EXHIBIT 1  KPMG LLP                                            Telephone 213-972-4000 Suite 2000                                          Fax 213-622-1217 355 South Grand Avenue                              Internet www.us.kpmg.com Los Angeles, CA 90071-1568                           Independent Accountants' Report   The Board of Directors Countrywide Financial Corporation:  We have examined management's assertion, included in the accompanying management 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, 2005. 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 Loans 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, 2005 is fairly stated, in all material respects.   /s/KPMG LLP KMPG LLP   March 3, 2006               KPMG LLP, a US. limited liability partnership, is the U.S.             member firm of KPMG International, a Swiss cooperative.         Countrywide HOME LOANS 2900 MADERA ROAD SIMI VALLEY, CALIFORNIA 93065-6298 (805) 955-1000                           Management Assertion   March 3, 2005  As of and for the year ended December 31, 2005, 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") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers_ As of and for this same period, the Company had in. effect a mortgage bankers' (fidelity) bond in the amount of $200 million and an errors and omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively.   /s/ Steve Bailey Steve Bailey Senior Managing Director and Chief Executive Officer, Loan Administration   /s/ Kevin Meyers Kevin Meyers Managing Director and Chief Financial Officer Loan Administration    EX-2 3 ex02.txt EXHIBIT 2   KPMG LLP Suite 2300 Three Wachovia Center 401 South Tryon Street Charlotte, NC 28202-1911                          Independent Accountants' Report   The Board of Directors HomEq Servicing Corporation   We have examined management's assertion, included in the accompanying Management' s Assertion, that HomEq Servicing Corporation (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Banters, as of and for the year ended December 31, 2005. Management is responsible for the Compat 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, 2005 is fairly stated, in all material respects.  /s/ KPMG LLP - -------------- KPMG LLP  February 24, 2006           KPMG LLP, a U.S. limited liability partnership, in the U.S.           member firm of KPMG International, a Swiss cooperative.              H0MEQ SERVICING                             MANAGEMENT'S ASSERTION   As of and for the year ended December 31, 2005, HomEq Servicing Corporation (the "Company") 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 both in the amount of $20 million.    HomEq Servicing Corporation  /s/ Arthur Q. Lyon                                     February 24, 2006 - -------------------                                    ------------------ Arthur Q. Lyon                                         Date President   /s/ Keith G. Becher                                    February 24, 2006 - -------------------                                    ------------------ Keith G. Becher                                        Date Chief Operating Officer    EX-3 4 ex03.txt EXHIBIT 3  PRICEWATERHOUSECOOPERS                                                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 JPMorgan Chase Bank, National Association:  We have examined management's assertion about JPMorgan Chase Bank, National Association's (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") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"), as of and for the year ended December 31, 2005 included in the accompanying management assertion. Management is responsible for the Company's compliance with the Applicable Standard. Our responsibility is to express an opinion on management's assertion about the Company's compliance, solely as it relates to the Applicable Standard based on our examination. The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP. We did not examine the Company's compliance with standards I-VI of USAP and, accordingly, do not express an opinion thereon.  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 Applicable Standard 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 Applicable Standard.  In our opinion, management's assertion that the Company complied with the Applicable Standard solely as it relates to standard VII, Insurance Policies, as of and for the year ended December 31, 2005 is fairly stated, in all material respects.   /s/ PricewaterhouseCoopers L.L.P. PricewaterhouseCoopers L.L.P.  March 13, 2006                          Management's Assertion Concerning Compliance                    with USAP Minimum Servicing Standards   March 13, 2006  As of and for the year ended December 31, 2005, JPMorgan Chase Bank, National Association (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 ("USAP") solely as they relate to standard VII, Insurance Policies (the "Applicable Standard"). The Company uses subservicing organizations to perform the servicing obligations subject to minimum servicing standards I-VI of USAP.  As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively.  Attached to this Management Assertion are the independent auditors' reports on the subservicing organizations' compliance with the minimum servicing standards related to the servicing obligations performed.   /s/ Kim Greaves                             /s/ Jim Miller - -----------------                           --------------- Kim Greaves                                  Jim Miller Vice President                               Vice President JPMorgan Chase Bank, N.A.                    JPMorgan Chase Bank, N.A.   /s/ Scott Powell - ------------------ Scott Powell Senior Vice President JPMorgan Chase Bank, N.A.    EX-4 5 ex04.txt EXHIBIT 4                                                   Countrywide Home Loans                                                   400 Countrywide Way                                            Simi Valley, California 93065-6298   March 10, 2006   Citigroup Re: CMLTI 2005-HE3 388 Greenwich Street, 14th FLOOR NEW YORK, NY 10013 Attn: JOHN HANNON   OFFICER'S CERTIFICATE   I, Joseph Candelario, hereby 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 Servicing Agreements for Countrywide Home Loan Servicing LP, the following:  I have reviewed the activities and performance of the Servicer during the fiscal year ended December 31, 2005 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year.   /S/ Joseph Candelario                                      March 10, 2006 - ---------------------                                      --------------- Joseph Candelario                                          Date First Vice President Compliance Officer Loan Administration    EX-5 6 ex05.txt EXHIBIT 5                                ANNUAL CERTIFICATION  Re: Citigroup Mortgage Loan Trust Inc. (the 'Trust'), Asset-Backed Pass-     Through     Certificates, Series 2005-HE3 issued pursuant to the Pooling     and Servicing Agreement, dated as of September 1, 2005 (the "Pooling and     Servicing Agreement), among Citigroup Mortgage Loan Trust Inc., as     depositor (the "Depositor), U.S. Bank National Association, as trustee     (the Trustee'), HomEq Servicing Corporation, as servicer (the Servicer"),     and Citibank, N.A. as trust administrator (the "Trust Administer")  I, Arthur Q. Lyon, certify to the Depositor and the Trustee, and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:        1.  The servicing information required to be provided to the Trustee by       the Servicer under the Pooling and Servicing Agreement has been so       provided;        2.  I am responsible for reviewing the activities performed by the       Servicer under the Pooling and Servicing Agreement and based upon my       knowledge and the annual compliance review required under the Pooling       and Servicing Agreement, and except as disclosed in the annual       compliance statement required to be delivered to the Trustee in       accordance with the terms of the Pooling and Servicing Agreement (which       has been so delivered to the Trustee), the Servicer has fulfilled its       obligations under the Pooling and Servicing Agreement in all material       respects; and        3.  All significant deficiencies relating to the Servicer's compliance       with the minimum servicing standards for purposes of the report       provided by an independent public accountant, after conducting a review       conducted in compliance with the Uniform Single Attestation Program for       Mortgage Bankers or similar procedure, as set forth in the Pooling and       Servicing Agreement, have been disclosed to such accountant and are       included in such reports.   Dated March 15, 2006  HomEq Servicing Corporation  /s/ Arthur Q. Lyon - ------------------- Arthur Q. Lyon President                Sarbanes Oxley Certificate 2005-HE3                             ANNUAL CERTIFICATION   Re:  Pursuant to the Pooling and Servicing Agreement for Asset-Backed Pass      Through Certificates Series 2005-HE3 (the 'Servicing Agreement'), dated      as of September 1, 20D5, between Citigroup Mortgage Loan Trust Inc. (the      "Depositor') U.S. Bank National Association (the "Trustee"), and HomEq      Servicing Corporation as servicer (the "Servicer")  I, Arthur Q. Lyon, President of the Servicer, hereby certify to Depositor and the Trustee, the Master Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:           A review of the activities of the Servicer during the 2005 calendar         year and the Servicer's performance under the Servicing Agreement has         been made under my supervision, the Servicer has complied with the         Servicing Agreement in all material respects and, to the best of my         knowledge, based on such review, the Servicer has materially         fulfilled all of its obligations under the Servicing Agreement         throughout such calendar year.   Date:  March 15, 2006  /s/ Arthur Q. Lyon - ------------------- Arthur Q. Lyon President         EX-7 7 ex07.txt EXHIBIT 7                                       CHASE                           ANNUAL STATEMENT OF COMPLIANCE  Pursuant to the servicing agreement, the undersigned Officer, to the best of his/her knowledge, hereby certifies to the following:  I have reviewed the activities and performance of the Servicer and, during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of the Officer's knowledge, the Servicer has fulfilled all its duties, responsibilities or obligations under these Agreements throughout such year.        a)     All property inspections have been completed.       b)     Compliance relative to Adjustable Rate Mortgages has been met,       c)     Compliance with IRS Foreclosure reporting regulations enacted as             IRS Section 6060J by the Deficit Reduction Act, regarding Acquired             and/or Abandonment property have been completed.       d)     All loans serviced in states that have statutes requiring payment             of interest on escrow/impound accounts have been completed.        e)     That such Officer has confirmed that the Fidelity Bond, the             Errors and Omissions Insurance Policy and any other bonds             required under the terms of the Servicing Agreement are in full             force and effect.       f)     Enclosed is a copy of our most recent independent audit statement.   CERTIFIED BY:/s/ Kim Greaves                      Date:              ----------------------              Kim Greaves              Senior Vice President               /s/Jim Miller                        Date:              ----------------------              Jim Miller              Senior Vice President    EX-8 8 ex08.htm EXHIBIT 8     cmlt05he3p&i.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing       Citigroup       Mortgage Loan Trust Inc.                      Asset-Backed       Pass-Through Certificates, Series 2005-HE3                   Schedule of       Year-To-Date Principal and Interest Distributions to Certificateholders       for 2005           Class      Interest      Principal      Realized      Ending          Distribution      Paid      Losses      Balance    A1      4,595,055.58      23,861,827.60      0.00      357,110,172.40    A2A      3,798,500.64      55,545,451.52      0.00        278,880,548.48    A2B      2,544,701.43      0.00      0.00       211,964,000.00    A2C      1,573,116.47      0.00      0.00        127,624,000.00    A2D      1,111,859.46      0.00      0.00        88,118,000.00    CE      6,250,394.28      73.70      0.00        20,783,724.83    M1      718,685.55      0.00      0.00        55,671,000.00    M10      265,975.72      0.00      0.00        14,103,000.00    M11      237,988.21      0.00      0.00        12,619,000.00    M12      348,737.06      0.00      0.00        20,041,000.00    M13      90,433.94      0.00      0.00        5,197,000.00    M2      673,796.38      0.00      0.00        51,959,000.00    M3      453,426.83      0.00      0.00        34,887,000.00    M4      336,102.51      0.00      0.00        25,237,000.00    M5      327,649.54      0.00      0.00        24,495,000.00    M6      300,472.21      0.00      0.00        22,269,000.00    M7      332,283.41      0.00      0.00        22,268,000.00    M8      273,629.74      0.00      0.00        17,815,000.00    M9      235,125.42      0.00      0.00        14,103,000.00    P      832,821.73      0.00      0.00        100.00    R      0.00      0.00      0.00        0.00    RX      0.00      0.00      0.00        0.00    X      0.00      0.00      0.00        100.00         -----END PRIVACY-ENHANCED MESSAGE-----