Offering Circular Supplement (To Base Offering Circular dated October 1, 2004) $615,797,500 Government National Mortgage Association GINNIE MAE® Guaranteed REMIC Pass-Through Securities and MX Securities Ginnie Mae REMIC Trust 2005-039 The    securities    may not  be  suitable  invest- ments    for    you.    You should   consider   care- fully the risks of invest- ing in them. See    "Risk    Factors" beginning  on  page  S-9 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) cer- tain stripped mortgage-backed securities. 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 June 30, 2005. 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. JPMorgan Blaylock & Company, Inc. The date of this Offering Circular Supplement is June 23, 2005.