Offering Circular Supplement (To Base Offering Circular dated July 1, 2003) $682,655,577 Government National Mortgage Association GINNIE MAE® Guaranteed REMIC Pass-Through Securities and MX Securities Ginnie Mae REMIC Trust 2004-039 The   securities   may not  be  suitable  invest- ments   for   you.   You should   consider   care- fully  the  risks  of  in- vesting in them. See   "Risk   Factors" beginning on page S-11 which  highlights  some of these risks. The Securities The Trust will issue the Classes of Securities listed on the inside front cover. The Ginnie Mae Guaranty Ginnie Mae will guarantee the timely payment of principal and interest on the securities. The Ginnie Mae Guaranty is backed by the full faith and credit of the United States of America. The Trust and its Assets The Trust will own (1)  Ginnie Mae Certificates and  (2)  certain previously issued certificates. The Sponsor and the Co-Sponsor will offer the securities from time to time in negotiated transactions at varying prices. We expect the closing date to be May 28, 2004. You should read the Base Offering Circular as well as this Supplement. The  securities  are  exempt  from  registration  under  the  Securities  Act  of  1933  and  are "exempted securities" under the Securities Exchange Act of 1934. Citigroup Williams Capital Group, L.P. The date of this Offering Circular Supplement is May 21, 2004.