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 15, 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 approximately $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 approximately $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 17, 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 approximately $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 approximately $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": "02656052"}, "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 15, 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 approximately $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 approximately $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 17, 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 approximately $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 approximately $95,359,118 of senior
               certificates secured by conventional fixed rate 15 year
               mortgage loans.