GINNIE MAE GUARANTY The Government National Mortgage Association ("Ginnie Mae"), a wholly-owned corpo- rate instrumentality of the United States of America within HUD, guarantees the timely payment of principal and interest on the Securities. The General Counsel of HUD has provided an opinion to the effect that Ginnie Mae has the authority to guarantee multiclass securities and that Ginnie Mae guaranties will constitute general obligations of the United States, for which the full faith and credit of the United States is pledged. See "Ginnie Mae Guaranty" in the Base Offering Circular. DESCRIPTION OF THE SECURITIES General The description of the Securities contained in this Supplement is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Trust Agreement. See "Description of the Securities" in the Base Offering Circular. Form of Securities Each Class of Securities other than the Residual Securities initially will be issued and maintained, and may be transferred only on the Fedwire Book-Entry System. Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities through one or more financial intermediaries, such as banks, brokerage firms and securities clearing organizations that are eligible  to  maintain  book-entry  accounts  on  the  Fedwire  Book-Entry  System.  By  request accompanied by the payment of a transfer fee of $25,000 per Certificated Security to be issued, a Beneficial Owner may receive a Regular Security in certificated form. The Residual Securities will not be issued in book-entry form but will be issued in fully registered,  certificated  form  and  may  be  transferred  or  exchanged,  subject  to  the  transfer restrictions applicable to Residual Securities set forth in the Trust Agreement, at the Corporate Trust Office of the Trustee. See "Description of the Securities – Forms of Securities; Book-Entry Procedures" in the Base Offering Circular. Each Class (other than the Increased Minimum Denomination Classes) will be issued in minimum dollar denominations of initial principal balance of $1,000 and integral multiples of $1  in  excess  of  $1,000.  The  Increased  Minimum  Denomination  Classes  will  be  issued  in minimum denominations that equal $100,000 in initial principal or notional balance. Distributions Distributions on the Securities will be made on each Distribution Date as specified under "Terms  Sheet – Distribution  Dates"  in  this  Supplement.  On  each  Distribution  Date  for  a Security, or in the case of the Certificated Securities, on the first Business Day after the related Distribution Date, the Distribution Amount will be distributed to the Holders of record as of the close of business on the last Business Day of the calendar month immediately preceding the month in which the Distribution Date occurs. Beneficial Owners of Book-Entry Securities will receive distributions through credits to accounts maintained for their benefit on the books and records  of  the  appropriate  financial  intermediaries.  Holders  of  Certificated  Securities  will receive  distributions  by  check  or,  subject  to  the  restrictions  set  forth  in  the  Base  Offering Circular, by wire transfer. See "Description of the Securities – Distributions" and "– Method of Distributions" in the Base Offering Circular. S-15