SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549

                                                                   Form 8-K

                               CURRENT REPORT

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

        Date of Report (Date of earliest event reported) May 8, 2002



                        GS Mortgage Securities Corp.
           (Exact name of registrant as specified in its charter)


          Delaware                     333-68812                13-6357101
----------------------------           ---------                ----------
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of Incorporation)                File No.)            Identification No.)



                              85 Broad Street
                             New York, NY 10004
            (Address of Principal Executive Offices) (Zip Code)



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



                               Not Applicable
       (Former name or former address, if changed since last report)



------------------------------------------------------------------------------




Item 5.           Other Events
                  ------------

                  The Registrant registered issuances of Securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 by a Registration Statement on Form S-3 (Registration File No.
333-68812) (the "Registration Statement"). The Securities and Exchange
Commission declared this Registration Statement effective at 9:30AM on
November 2, 2001. This Current Report on Form 8-K discloses the use of two
term sheets, each dated May 8, 2002, prepared by the Registrant for a
proposed offering of approximately $297,281,340 of Mortgage Pass-Through
Certificates, Series 2002-3 pursuant to the Registration Statement. This
transaction is expected to close on May 29, 2002. The first term sheet
("Term Sheet 1") provides an analysis and description of $201,922,222 of
senior certificates secured by conventional fixed rate 30 year mortgage
loans. Term Sheet 1 is filed as Exhibit 99.1. The second term sheet ("Term
Sheet 2") provides an analysis and description of $95,359,118 of senior
certificates secured by conventional fixed rate 15 year mortgage loans.
Term Sheet 2 is filed as Exhibit 99.2.




                                 SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                      GS Mortgage Securities Corp.

                                      By:  /s/ Jay F. Strauss
                                          -----------------------------
                                          Name:   Jay F. Strauss
                                          Title:   Secretary

Dated: May 9, 2002




                               EXHIBIT INDEX

Exhibit No.                       Description
-----------                       ------------
    99.1                          Term Sheet, dated May 8, 2002, as
                                  prepared by the Registrant for a proposed
                                  offering of approximately $297,281,340 of
                                  Mortgage Pass-Through Certificates,
                                  Series 2002-3 pursuant to the
                                  Registration Statement, which provides an
                                  analysis and description of $201,922,222
                                  of senior certificates secured by
                                  conventional fixed rate 30 year mortgage
                                  loans.


    99.2                          Term Sheet, dated May 8, 2002, as
                                  prepared by the Registrant for a proposed
                                  offering of approximately $297,281,340 of
                                  Mortgage Pass-Through Certificates,
                                  Series 2002-3 pursuant to the
                                  Registration Statement, which provides an
                                  analysis and description of $95,359,118
                                  of senior certificates secured by
                                  conventional fixed rate 15 year mortgage
                                  loans.
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{"company-data": {"conformed-name": "GS MORTGAGE SECURITIES CORP", "cik": "0000807641", "assigned-sic": "6189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-10677", "film-number": "02639403"}, "business-address": {"street1": "85 BROAD STREET", "city": "NEW YORK", "state": "NY", "zip": "10004"}, "mail-address": {"street1": "85 BROAD STREET", "city": "NEW YORK", "state": "NY", "zip": "10004"}}
SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549

                                                                   Form 8-K

                               CURRENT REPORT

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

        Date of Report (Date of earliest event reported) May 8, 2002

                        GS Mortgage Securities Corp.
           (Exact name of registrant as specified in its charter)

          Delaware                     333-68812                13-6357101
----------------------------           ---------                ----------
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of Incorporation)                File No.)            Identification No.)

                              85 Broad Street
                             New York, NY 10004
            (Address of Principal Executive Offices) (Zip Code)

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

                               Not Applicable
       (Former name or former address, if changed since last report)

------------------------------------------------------------------------------

Item 5.           Other Events
                  ------------

                  The Registrant registered issuances of Securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 by a Registration Statement on Form S-3 (Registration File No.
333-68812) (the "Registration Statement"). The Securities and Exchange
Commission declared this Registration Statement effective at 9:30AM on
November 2, 2001. This Current Report on Form 8-K discloses the use of two
term sheets, each dated May 8, 2002, prepared by the Registrant for a
proposed offering of approximately $297,281,340 of Mortgage Pass-Through
Certificates, Series 2002-3 pursuant to the Registration Statement. This
transaction is expected to close on May 29, 2002. The first term sheet
("Term Sheet 1") provides an analysis and description of $201,922,222 of
senior certificates secured by conventional fixed rate 30 year mortgage
loans. Term Sheet 1 is filed as Exhibit 99.1. The second term sheet ("Term
Sheet 2") provides an analysis and description of $95,359,118 of senior
certificates secured by conventional fixed rate 15 year mortgage loans.
Term Sheet 2 is filed as Exhibit 99.2.

                                 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                      GS Mortgage Securities Corp.

                                      By:  /s/ Jay F. Strauss
                                          -----------------------------
                                          Name:   Jay F. Strauss
                                          Title:   Secretary

Dated: May 9, 2002

                               EXHIBIT INDEX

Exhibit No.                       Description
-----------                       ------------
    99.1                          Term Sheet, dated May 8, 2002, as
                                  prepared by the Registrant for a proposed
                                  offering of approximately $297,281,340 of
                                  Mortgage Pass-Through Certificates,
                                  Series 2002-3 pursuant to the
                                  Registration Statement, which provides an
                                  analysis and description of $201,922,222
                                  of senior certificates secured by
                                  conventional fixed rate 30 year mortgage
                                  loans.

    99.2                          Term Sheet, dated May 8, 2002, as
                                  prepared by the Registrant for a proposed
                                  offering of approximately $297,281,340 of
                                  Mortgage Pass-Through Certificates,
                                  Series 2002-3 pursuant to the
                                  Registration Statement, which provides an
                                  analysis and description of $95,359,118
                                  of senior certificates secured by
                                  conventional fixed rate 15 year mortgage
                                  loans.