File Nos. 2-98772
                                                                        811-4347

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


                              ON OCTOBER 22, 2004


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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

     Pre-Effective Amendment No.                         / /
                                 --                      --


     Post-Effective Amendment No. 98                     /X/
                                  --                     --


REGISTRATION STATEMENT UNDER THE INVESTMENT
     COMPANY ACT OF 1940



     Amendment No. 123                                   /X/
                   ---                                   --

                                   GMO TRUST

               (Exact Name of Registrant as Specified in Charter)

                  40 Rowes Wharf, Boston, Massachusetts 02110
                    (Address of principal executive offices)

                                  617-330-7500
              (Registrant's telephone number, including area code)

                                with a copy to:

             Scott Eston                          J.B. Kittredge, Esq.
              GMO Trust                            Ropes & Gray LLP
           40 Rowes Wharf                        One International Place
    Boston, Massachusetts 02110               Boston, Massachusetts 02110
                    (Name and address of agents for service)


It is proposed that this filing will become effective:

     / / Immediately upon filing pursuant to paragraph (b), or

     / / 60 days after filing pursuant to paragraph (a)(1), or

     /X/ On November 10, 2004  pursuant to paragraph (b), or
         ---------------

     / / 75 days after filing pursuant to paragraph (a)(2), of Rule 485.


If appropriate, check the following box:

     /X/ This post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.


NOTE: This Post-Effective Amendment No. 98 is being filed pursuant to Rule
485(b) under the Securities Act of 1933, as amended (the "Securities Act"),
solely to designate November 10, 2004 as the new effective date for
Post-Effective Amendment No. 76 filed pursuant to Rule 485(a) under the
Securities Act on February 19, 2004. This Post-Effective Amendment No. 98 is
intended to amend and supersede Post-Effective Amendment No. 78, Post-Effective
Amendment No. 80, Post-Effective Amendment No. 81, Post-Effective Amendment No.
82, Post-Effective Amendment No. 83, Post-Effective Amendment No. 85,
Post-Effective Amendment No. 88, Post-Effective Amendment No. 91, and
Post-Effective Amendment No. 96 filed pursuant to Rule 485(b) under the
Securities Act on May 3, 2004, June 2, 2004, June 9, 2004, June 17, 2004, June
29, 2004, July 15, 2004, August 5, 2004, September 2, 2004, and October 1, 2004,
respectively, solely to designate June 3, 2004, June 10, 2004, June 18, 2004,
June 30, 2004, July 16, 2004, August 6, 2004, September 3, 2004, October 3,
2004, and October 25, 2004, respectively, as new effective dates for
Post-Effective Amendment No. 76. This Post-Effective Amendment No. 98, however,
is not intended to amend or supersede any information contained in
Post-Effective Amendment No. 76.

This filing relates only to the GMO Global Equity Asset Allocation Fund and GMO
U.S. Sector Asset Allocation Fund, two of forty-four series of the Registrant;
it is not intended to amend or supersede any prior filing relating to any other
series of the Registrant.

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                                    GMO TRUST

Part A.  INFORMATION REQUIRED IN A PROSPECTUS

Part A is incorporated by reference to Part A of Post-Effective Amendment No. 76
to the Registration Statement on Form N-1A of GMO Trust (the "Registrant") under
the Securities Act of 1933, as amended, and Post-Effective Amendment No. 95 to
the Registrant's Registration Statement on Form N-1A under the Investment
Company Act of 1940, as amended, filed with the Securities and Exchange
Commission (the "SEC") on February 19, 2004 ("Amendment No. 76/95").

Part B.  INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Part B is incorporated by reference to Part B of Amendment No. 76/95 to the
Registrant's Registration Statement on Form N-1A filed with the SEC on February
19, 2004.

Part C.  OTHER INFORMATION

Part C is incorporated by reference to Part C of Amendment No. 76/95 to the
Registrant's Registration Statement on Form N-1A filed with the SEC on February
19, 2004.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940 (the "1940 Act"), the Registrant,
GMO Trust, certifies that it meets all of the requirements of this Registration
Statement under Rule 485(b) under the Securities Act, and has duly caused this
Post-Effective Amendment No. 98 under the Securities Act and Post-Effective
Amendment No. 123 under the 1940 Act to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts, on the 22nd day of October, 2004.


                                    GMO Trust

                               By:  SCOTT E. ESTON*
                                    ----------------
                                    Scott E. Eston
                                    Title:  President; Chief Executive Officer;
                                    Principal Executive Officer


     Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 98 to the GMO Trust's Registration Statement under the Securities
Act has been signed below by the following persons in the capacities and on the
date indicated.




Signatures                    Title                                       Date
- -----------                  ------                                       ----
                                                                 

SCOTT E. ESTON*              President; Chief Executive Officer;          October 22, 2004
- --------------               Principal Executive Officer
Scott E. Eston

SUSAN RANDALL HARBERT*       Chief Financial Officer and Treasurer;       October 22, 2004
- ----------------------       Principal Financial and Accounting
Susan Randall Harbert        Officer

R. JEREMY GRANTHAM*          Trustee                                      October 22, 2004
- -------------------
 R. Jeremy Grantham

JAY O. LIGHT*                Trustee                                      October 22, 2004
- -------------
Jay O. Light

DONALD W. GLAZER*            Trustee                                      October 22, 2004
- -----------------
Donald W. Glazer

                              * By: /S/ ELAINE M. HARTNETT
                                    ----------------------
                                    Elaine M. Hartnett
                                    Attorney-in-Fact