Investors should consult their own legal advisors regarding applicable investment restrictions and the effect of any restrictions on the liquidity of the Securities prior to investing in the Securities. See "Legal Investment Considerations" in the Base Offering Circular. PLAN OF DISTRIBUTION Subject to the terms and conditions of the Sponsor Agreement, the Sponsor has agreed to purchase all of the Securities if any are sold and purchased. The Sponsor proposes to offer each Class to the public from time to time for sale in negotiated transactions at varying prices to be determined at the time of sale, plus accrued interest, if any, from (1) June 1, 2003 on the Fixed Rate Classes, (2) June 16, 2003 on the Group 5 and 6 Floating Rate and Inverse Floating Rate Classes, (3) June 17, 2003 on the Group 4 and 10 Floating Rate and Inverse Floating Rate Classes and (4) June 20, 2003 on the Group 9 Floating Rate and Inverse Floating Rate Classes. The Sponsor may effect these transactions by sales to or through certain securities dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the Sponsor and/or commissions from any purchasers for which they act as agents. Some of the Securities may be sold through dealers in relatively small sales. In the usual case, the commission charged on a relatively small sale of securities will be a higher percentage of the sales price than that charged on a large sale of securities. INCREASE IN SIZE Before the Closing Date, Ginnie Mae, the Trustee and the Sponsor may agree to increase the  size  of  this  offering.  In  that  event,  the  Securities  will  have  the  same  characteristics  as described in this Supplement, except that (1) the Original Class Principal Balance (or original Class  Notional  Balance)   and   (2)   the  Scheduled  Principal  Balances,  Jump   Balances   and Aggregate  Scheduled  Principal  Balances  of  each  Class  receiving  principal  distributions  or interest distributions based upon a notional balance  from the same  Trust Asset Group will increase by the same proportion. The Trust Agreement, the Final Data Statement, the Final Schedules  and the Supplemental Statement, if any, will reflect any increase in the size of the transaction. LEGAL MATTERS Certain legal matters will be passed upon for Ginnie Mae by Hunton & Williams LLP, for the Trust by Cleary, Gottlieb, Steen & Hamilton and Marcell Solomon & Associates, P.C., and for the Trustee by Ungaretti & Harris, Chicago, IL. S-42