You  should  not  purchase  the  securities  of any class unless you understand and are able to bear the prepayment, yield, liquidity  and market risks associated with that class. The actual characteristics of the underly- ing mortgage loans will affect the weighted average lives and yields of your securities. The yield and decrement tables in this sup- plement are based on assumed characteris- tics which are likely to be different from the actual characteristics. As a result, the yields on your securities could be lower than you expected, even if the mortgage loans prepay at the constant prepayment rates set forth in the applicable table. It is highly unlikely that the underlying mort- gage loans will prepay at any of the prepay- ment rates assumed in this supplement, or at any constant prepayment rate. THE TRUST ASSETS General The Sponsor intends to acquire the Trust Assets in privately negotiated transactions prior to the Closing Date and to sell them to the Trust according to the terms of a Trust Agreement between  the  Sponsor  and  the  Trustee.  The  Sponsor  will  make  certain  representations  and warranties with respect to the Trust Assets. All Trust Assets, regardless of whether the assets consist of Trust MBS or Underlying Certificates, will evidence, directly or indirectly, Ginnie Mae Certificates. The Trust MBS (Groups 1, 3, 4, 5 and 8) The Group 1, 3, 4, 5 and 8 Trust Assets are either: 1.  Ginnie Mae II MBS Certificates guaranteed by Ginnie Mae, or 2.  Ginnie  Mae  Platinum  Certificates  backed  by  Ginnie  Mae  II  MBS  Certificates  and guaranteed by Ginnie Mae. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued prior to July 1, 2003 bears interest at a Mortgage Rate 0.50% to 1.50% per annum greater than the related Certificate Rate. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued on or after July 1, 2003 bears interest at a Mortgage Rate 0.25% to 0.75% per annum greater than the related Certificate Rate. Ginnie Mae receives a fee (the "Ginnie Mae Certificate Guaranty Fee") for its guaranty  of  each  Ginnie  Mae  II  MBS  Certificate  of  0.06%  per  annum  of  the  outstanding principal balance of each related Mortgage Loan. The difference between (a) the Mortgage Rate and (b) the sum of the Certificate Rate and the Ginnie Mae Certificate Guaranty Fee is used to pay the related servicers of the Mortgage Loans a monthly servicing fee. The Underlying Certificates (Groups 2, 6, and 7) The Group 2, 6 and 7 Trust Assets are Underlying Certificates that represent beneficial ownership  interests  in  one  or  more  separate  trusts,  the  assets  of  which  evidence  direct  or indirect  beneficial  ownership  interests  in  certain  Ginnie  Mae  Certificates.  Each  Underlying Certificate constitutes all or a portion of a class of a separate Series of certificates described in the related  Underlying Certificate Disclosure Document, excerpts of which are attached as Exhibit  B  to  this  Supplement.  Each  Underlying  Certificate  Disclosure  Document  may  be obtained  from  the  Information  Agent  as  described  under  "Available  Information"  in  this Supplement. Investors are cautioned that material changes in facts and circumstances may have occurred  since  the  date  of  each   Underlying  Certificate  Disclosure  Document,  including changes in prepayment rates, prevailing interest rates and other economic factors, which may S-12