Correction -- Fitch Places 17 Classes of Bear Stearns 2004-BBA3 on Rating Watch Evolving (RWE).

CHICAGO -- (This is a correction to a previous message. Fitch is solely placing the 17 classes on Rating Watch Evolving.)

Fitch Ratings places on Rating Watch Evolving, Bear Stearns commercial mortgage pass-through certificates, series 2004-BBA3:

--$44.2 million class C at 'AA+';

--$38.7 million class D at 'AA';

--$71.5 million class E at 'AA-';

--$24.5 million class F at 'A+';

--$23.8 million class G at 'A';

--$19.9 million class H at 'A-';

--$12.5 million class J at 'BBB+';

--$15.5 million class K at 'BBB';

--$18.7 million class L at 'BBB-';

--$8 million class E-ST at 'A+';

--$10.1 million class F-ST at 'A';

--$17.9 million class G-ST at 'A-':

--$13.2 million class H-ST at 'BBB+';

--$6.2 million class J-ST at 'BBB+';

--$10.3 million class K-ST at 'BBB';

--$10.8 million class L-ST at 'BBB';

--$28.8 million class M-ST at 'BBB-'.

In addition, Fitch affirms the following:

--$27.2 million class A-1B at 'AAA';

--$388 million class A-2 at 'AAA';

--$58 million class B at 'AAA';

--Interest-only classes X-1A, X-1B, X-2, X-3, and X-4 at 'AAA'.

Classes A-1A and X-5 have been paid in full.

The placement of the classes on Rating Watch Evolving (RWE) is due to the pending refinancing of the Sears Tower, the largest loan in the pool (65.8%). According to the master servicer, Bank of America, the borrower has indicated they are attempting to refinance the loan. If the Sears Tower loan is refinanced and pays in full, the classes on RWE may be upgraded or paid in full. If the loan is not refinanced, the classes on RWE may be downgraded due to performance declines at the property.

As of the May 2006 distribution date, the pool balance is $797.8 million, a 47.3% reduction from issuance in July 2004. Fitch reviewed the year-end (YE) 2005 servicer-provided financial statements for all of the loans in the pool. As part of its review, Fitch analyzed the performance of the loan and the underlying collateral and compared the loan's debt service coverage ratio (DSCR) at closing to the most recent operating statements available from loan servicers. DSCRs are based on a Fitch-stressed net cash flow (NCF) and a stressed debt constant on the loan balance. Fitch also considered the additional stress of the junior participation interests in its analysis.

The Sears Tower loan is secured by a 3.6 million square foot (sf), 110-story office building in Chicago, IL. The collateral was 79.0% occupied as of YE 2005, compared to 87.1% at issuance. As of May 2006 the whole loan balance was $600 million, consisting of an A/B note structure with a $525 million A note and a $75 million B note. The Fitch adjusted YE 2005 NCF has decreased 14.4% since issuance. YE 2005 whole loan DSCR is 1.21 times (x) compared to 1.42x at issuance. The decline in DSCR since issuance is the result of a slowdown in the re-leasing of expired space due to the large amount of new competitive supply in Chicago's West Loop office submarket. The trust's exposure per square foot of $145.45 remains low compared to recent sales. Debt outside of the trust provides credit enhancement to the trust.

Fitch will continue to monitor the status of the remaining loans' ability to pay off and will revisit the ratings when additional information becomes known.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.