U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              FORM 24F-2 AMENDMENT
                  Amendment to Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

                     Read instructions at end of Form before
                      preparing Form. Please print or type.

 1.  Name and address of issuer:

         GMO Trust
         40 Rowes Wharf
         Boston, MA 02110

 2.  Name of each series or class of funds for which this notice is filed:

GMO Core Fund
GMO Small Cap Value Fund
GMO Growth Fund
Pelican Fund 
GMO Value Fund 
GMO U.S. Sector Fund 
GMO Short-Term Income Fund
GMO International Bond Fund
GMO International Core Fund
GMO Emerging Markets Fund 
GMO Japan Fund
GMO Emerging Country Debt Fund 
GMO Tobacco-Free Core Fund 
GMO Global Hedged Equity Fund 
GMO Fundamental Value Fund 
GMO Domestic Bond Fund 
GMO International Small Companies Fund 
GMO Global Bond Fund 
GMO REIT Fund 
GMO Foreign Fund 
GMO Small Cap Growth Fund 
GMO Currency Hedged International Bond Fund 
GMO Currency Hedged International Core Fund 
GMO International Equity Allocation Fund 
GMO Global (U.S.+) Equity Allocation Fund 
GMO World Equity Allocation Fund
GMO Global Balanced Allocation Fund

 3.  Investment Company Act File Number:  811-4347

     Securities Act File Number: 2-98772

 4.  Last day of fiscal year for which this notice is filed:
         February 28, 1997

 5. Check box if this  notice is being  filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting  securities sold after the
close  of  the  fiscal  year  but  before  termination  of  the  issuer's  24f-2
declaration:
                  N/A
                                                                       [ ]

 6. Date of  termination  of issuer's  declaration  under rule  24f-2(a)(1),  if
applicable (see Instruction A.6):

                  N/A


 7. Number and amount of  securities  of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year,  but which  remained  unsold at the beginning of the fiscal
year:
                  GMO Fundamental Value Fund                              69,650
                  GMO U.S. Sector Fund                                    94,492
                  GMO Emerging Markets Fund                            3,999,940
                  GMO Currency Hedged International Core Fund          1,910,777







 8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:

         None

 9. Number and aggregate sale price of securities sold during the fiscal year:

        Number:  408,515,625               Aggregate sale price:  $5,170,171,308

 10. Number and aggregate  sale price of securities  sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:

         Number of Shares: 402,503,388*    Aggregate sale price: $5,100,138,750*

         Number:   408,515,625          Aggregate sale price:   $ 5,170,171,308
                    (6,012,237)                                     (70,032,558)
                    ----------                                      ----------- 
                    402,503,388                                 $ 5,100,138,750

         * Total sold (item #9) less shares  registered  other than  pursuant to
Rule 24f-2 in prior fiscal years and which  remained  unsold at the beginning of
the fiscal year(item #7).

 11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend  reinvestment  plans, if applicable (see Instruction
B.7):

         Number:  90,141,386              Aggregate sale price:  $ 1,320,085,862


12.  Calculation of registration fee:

     (i)    Aggregate sale price of securities sold
            during the fiscal year in reliance on
            rule 24f-2 (from Item 10):                        $  5,100,138,750

     (ii)   Aggregate price of shares issued in
            connection with dividend reinvestment
            plans (from Item 11, if applicable):              +  1,320,085,862

     (iii)  Aggregate price of shares redeemed or
            repurchased during the fiscal year (if
            applicable):                                      -  4,143,977,824

     (iv)   Aggregate price of shares redeemed or
            repurchased and previously applied as
            a reduction to filing fees pursuant to
            rule 24e-2 (if applicable):                       +       --

     (v)    Net aggregate price of securities sold
            and issued during the fiscal year in
            reliance on rule 24f-2 [line (i), plus
            line (ii), less line (iii), plus line
            (iv)] (if applicable):                               2,276,246,788

     (vi)   Multiplier prescribed by Section 6(b)
            of the Securities Act of 1933 or other
            applicable law or regulation (see
            Instruction C.6):                                    x1/3300

      (vii  Fee due [line (i) or line (v) multiplied
            by line (vi)]:                                       $689,771.75






INSTRUCTION:  Issuers should complete lines (ii),  (iii),  (iv), and (v) only if
the form is being filed  within 60 days after the close of the  issuer's  fiscal
year. See Instruction C.3.

13. Check box if fees are being remitted to the Commission's  lockbox depository
as  described  in section 3a of the  Commission's  Rules of  Informal  and Other
Procedures (17 CFR 202.3a).

                                                                         [X]

Date of mailing or wire  transfer  of filing  fees to the  Commission's  lockbox
depository: April 25, 1997








                                   SIGNATURES

         This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.

         By (Signature and Title)*          /s/ Susan Randall Harbert

                                            Susan Randall Harbert
                                            Assistant Treasurer
         Date April 29, 1997

 *Please print the name and title of the signing officer below the signature.