The Residual Securities are not offered to, and may not be transferred to, a Plan Investor. LEGAL INVESTMENT CONSIDERATIONS Institutions whose investment activities are subject to legal investment laws and regula- tions or to review by certain regulatory authorities may be subject to restrictions on investment in the Securities. No representation is made about the proper characterization of any Class  for  legal  investment  or  other  purposes,  or  about  the  permissibility  of  the purchase  by  particular  investors  of  any  Class  under  applicable  legal  investment restrictions. 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) November 1, 2007 on the Fixed Rate and Delay Classes, (2) November 20, 2007 on the Group 1, 2, 3, 4, 5 and 6 Floating Rate and Inverse Floating Rate Classes (other than Delay Classes) and (3) November 16, 2007 on the Group 7 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  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 Thacher Proffitt & Wood LLP, and the Law Offices of Joseph C. Reid, P.A. for the Trust by Milbank, Tweed, Hadley & McCloy LLP, and for the Trustee by Seward & Kissel LLP. S-44