Citigroup Mortgage Loan Trust Inc., Series 2005-HE3 – ‘10-K’ for 12/31/05 – EX-2

On:  Wednesday, 3/29/06, at 2:20pm ET   ·   For:  12/31/05   ·   Accession #:  1338512-6-4   ·   File #:  333-124036-09

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report -- sec10k                                6±    28K 
 2: EX-1        Underwriting Agreement                                 2±    12K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±    10K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2±    11K 
 5: EX-4        Instrument Defining the Rights of Security Holders     1      7K 
 6: EX-5        Opinion re: Legality                                   2±     9K 
 7: EX-7        Letter re: Non-Reliance upon a Previously Issued       1      6K 
                          Audit Report or Completed Interim Review               
 8: EX-8        Opinion re: Tax Matters                             HTML     31K 

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

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                                                         

Dates Referenced Herein

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/29/06		None on these Dates
		2/24/06
For Period End:		12/31/05
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