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                            SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement     [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement          Only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                                    GMO TRUST
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                    GMO TRUST
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

- --------------------------------------------------------------------------------

1)  Title of each class of securities to which transaction applies: Shares of
    Beneficial Interest of GMO Fundamental Value Fund
2)  Aggregate number of securities to which transaction applies: N/A
3)  Per unit price or other underlying value of transaction computed pursuant
    to Exchange Act Rule 0-11 (Set forth the amount on which the filing is
    calculated and state how it was determined): N/A
4)  Proposed maximum aggregate value of transaction: N/A
5)  Total fee paid: N/A

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

1)  Amount previously paid:
2)  Form, Schedule or Registration Statement No.:
3)  Filing Party:
4)  Date Filed:


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                                    GMO TRUST

                           GMO FUNDAMENTAL VALUE FUND

                                 40 ROWES WHARF
                           BOSTON, MASSACHUSETTS 02110



                                October 22, 1999



Dear Shareholder:

         You are cordially invited to attend or to send in your Proxy so that
you are represented at a Special Meeting of Shareholders of the GMO Fundamental
Value Fund (the "Fund"), which will be held on November 3, 1999 at 2:00 p.m.,
Boston time, on the 6th floor of 40 Rowes Wharf, Boston, Massachusetts.

         THE MATTERS TO BE ACTED UPON AT THE MEETING WITH RESPECT TO THE FUND
ARE DESCRIBED IN THE ATTACHED NOTICE AND PROXY STATEMENT.

         Although we would like very much to have each shareholder attend the
Special Meeting, we realize this is not possible. Whether or not you plan to be
present at the meeting, we need your vote. WE URGE YOU TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE.

         Proxies may be revoked at any time before they are voted by a written
revocation received by the Clerk of the Trust, by properly executing a
later-dated proxy or by attending the meeting and voting in person. If your
shares are held in street name, only your bank or broker can vote your shares,
and only upon receipt of your specific instructions. Please contact the person
responsible for your account and instruct him or her to execute a proxy card
today.

         We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.

                                             By order of the Board of Trustees,


                                             R. Jeremy Grantham
                                             President-Domestic Quantitative


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                                    GMO TRUST

                           GMO FUNDAMENTAL VALUE FUND

                                 40 ROWES WHARF
                                BOSTON, MA 02110

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To The Shareholders of GMO Fundamental Value Fund:

         A Special Meeting of Shareholders (the "Special Meeting") of GMO
Fundamental Value Fund (the "Fund") will be held on November 3, 1999 at 2:00
p.m., Boston time, on the 6th floor of 40 Rowes Wharf, Boston, Massachusetts,
for the following purposes:

         1.       To consider a change in the Fund's subclassification under the
                  Investment Company Act of 1940 from a "diversified company" to
                  a "non-diversified company" as described in Part I of the
                  accompanying Proxy Statement.

         2.       To consider any other matters that may properly come before
                  the Special Meeting.

                                             By order of the Board of Trustees,



                                             Elaine M. Hartnett
                                             Clerk

October 22, 1999

WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.


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                                    GMO TRUST

                           GMO FUNDAMENTAL VALUE FUND

                                 40 ROWES WHARF
                           BOSTON, MASSACHUSETTS 02110

                                 PROXY STATEMENT


         THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF THE GMO FUNDAMENTAL
VALUE FUND (THE "FUND"), A SERIES OF GMO TRUST (THE "TRUST") for use at the
Special Meeting of Shareholders (the "Special Meeting") to be held on November
3, 1999, and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders (the "Notice").
Shareholders of record at the close of business on October 20, 1999 are entitled
to be present and to vote at the Special Meeting or any adjourned session
thereof. The Notice, proxy and this Proxy Statement were mailed to the
shareholders of record on or about October 22, 1999.

         A copy of the Annual Report of the Fund for its most recent fiscal
year, including financial statements, has previously been mailed to
shareholders. THE TRUST WILL FURNISH, WITHOUT CHARGE, TO ANY OF THE FUND'S
SHAREHOLDERS UPON REQUEST, A COPY OF THE FUND'S ANNUAL REPORT. REQUESTS MAY BE
DIRECTED TO THE TRUST, C/O GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, 40 ROWES
WHARF, BOSTON, MA 02110 OR 1-617-346-7646 (CALL COLLECT).

TOTAL SHARES OUTSTANDING. All shareholders of record at the close of business on
October 20, 1999 are entitled to one vote for each share of the Fund held. There
were X,XXX,XXX.XXX shares of the Fund issued and outstanding as of October 20,
1999.

         Shares represented by duly executed proxies will be voted for the
proposed subclassification change described herein in accordance with the
instructions made. If no instructions are made, the proxy will be voted FOR the
proposed subclassification change specified in the proxy. Proxies may be revoked
at any time before they are voted by a written revocation received by the Clerk
of the Trust, by properly executing a later-dated proxy or by attending the
meeting, requesting return of a proxy and voting in person.

         The costs of the shareholder meeting and the solicitation will be borne
by Grantham, Mayo, Van Otterloo & Co. LLC, the investment adviser for the Fund
("GMO").




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                         I. CHANGE IN SUBCLASSIFICATION

         The Fund is currently subclassified as a "diversified company" under
the Investment Company Act of 1940 (the "1940 Act"). This means that at least 75
percent of the fund's total asset value is limited in respect of any one issuer
to not greater five percent of the total asset value of the fund, and to not
more than ten percent of the outstanding voting securities of any one issuer. By
action of the Trust's Board of Trustees taken on September 29, 1999, the Board
of Trustees voted, subject to shareholder approval, to change the Fund's
subclassification under the 1940 Act to a "non-diversified company." A
non-diversified company is defined by the 1940 Act to mean any company other
than a diversified company. If the shareholders approve this proposal, the Fund
would be subclassified as a "non-diversified company" under the 1940 Act, and
would no longer be subject to the diversification requirements for a
"diversified company" described above. The 1940 Act provides that changing a
Fund's subclassification from a diversified company to a non-diversified company
requires shareholder approval.

         GMO has advised the Fund's Board of Trustees that it believes changing
the Fund's subclassification from a diversified company to a non-diversified
company would provide GMO with greater investment flexibility, including the
flexibility to invest in fewer companies. GMO expects that the Fund's portfolio
will normally consist of only approximately 20-30 stocks.

         The proposed change in subclassification may result in the Fund being
exposed to "non-diversification risk." Non-diversification risk increases with
the concentration of Fund assets in the securities of any single issuer. Such
concentration could increase the risk of loss to the Fund should there be a
decline in the market value of any one portfolio security. However, even if
shareholders approve the change in the Fund's subclassification to a
"non-diversified company" the Fund will continue to be subject to certain
diversification requirements in order to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986.

         REQUIRED VOTE. To be approved, the Proposal must receive the
affirmative vote of "a majority of the outstanding voting securities" of the
Fund, as defined in the 1940 Act. Under the 1940 Act, a vote of a majority of
the outstanding voting securities of the Fund means the lesser of: (1) more than
50% of the outstanding shares of the Fund; or (2) 66 2/3% or more of the shares
of the Fund represented at the Special Meeting if more than 50% of the
outstanding shares of the Fund are present at the Special Meeting or represented
by proxy.

         TRUSTEES' RECOMMENDATION. The Trustees recommend a vote FOR this
Proposal I. If shareholders of the Fund do not approve Proposal I, the
subclassification of the Fund will remain diversified.


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                                II. MISCELLANEOUS

         OTHER BUSINESS. The Trustees know of no other business to be brought
before the Special Meeting. However, if any other matters properly come before
the Special Meeting, it is their intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of proxy.

         DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders and the Fund does not currently intend to
hold such a meeting in 1999. Shareholder proposals for inclusion in the Fund's
proxy statement for any subsequent meeting must be received by the Fund a
reasonable period of time prior to any such meeting.

         QUORUM AND METHODS OF TABULATION. Pursuant to the Trust's Agreement and
Declaration of Trust, unless a larger quorum is required by law, 40% of the
shares entitled to vote, present in person or represented by proxy, constitutes
a quorum for the transaction of business at the Meeting. Votes cast by proxy or
in person at the meeting will be counted by persons appointed by the Fund as
tellers (the "Tellers") for the Meeting.

         The Tellers will count the total number of votes cast "for" approval of
the Proposal for purposes of determining whether sufficient affirmative votes
have been cast. The Tellers will count shares represented by proxies that
reflect abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter) as shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum. With respect to Proposal I, abstentions and broker
non-votes have the effect of a vote against the Proposal.

         ADJOURNMENT. In the event that a quorum and/or sufficient votes in
favor of the Proposal set forth in the Notice of the Special Meeting are not
received by the time scheduled for the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting for a period
or periods of not more than 60 days in the aggregate to permit further
solicitation of proxies with respect to the Proposal. Any such adjournments will
require the affirmative vote of a majority of the votes cast on the question in
person or by proxy at the session of the meeting to be adjourned, as required by
the Trust's Agreement and Declaration of Trust. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the Proposal. They will vote against any such adjournment those
proxies required to be voted against the Proposal. The costs of any such
additional solicitation and of any adjourned session will be borne by GMO.


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BENEFICIAL OWNERS OF 5% OR MORE OF THE FUND'S SHARES

         As of October 20, 1999, the officers and Trustees of the Trust as a
group beneficially owned less than 1% of the shares of the Fund outstanding or
such date. The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Fund as of October 20, 1999:

Name                       Address           # Shares            % Ownership
- ----                       -------           --------            -----------




As a result, [             ] may be deemed to control the Fund.



October 22, 1999



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                                    GMO TRUST
                           GMO FUNDAMENTAL VALUE FUND

                                 40 ROWES WHARF
                           BOSTON, MASSACHUSETTS 02110

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Elaine M. Hartnett and William R. Royer, and
each and either one of them, proxies with full power of substitution, and
authorizes each of them to represent and vote all shares of the GMO Fundamental
Value Fund (the "Fund"), a series of GMO Trust, which the undersigned would be
entitled to vote if personally present at the Special Meeting of Shareholders of
the Fund to be held on November 3, 1999 at 2:00 p.m., Boston time, on the 6th
floor of 40 Rowes Wharf, Boston, Massachusetts, and at any adjournments thereof.

The Board of Trustees recommends a vote FOR the following proposal:

PROPOSAL

         1.       To change the Fund's subclassification under the Investment
                  Company Act of 1940 from a "diversified company" to a
                  "non-diversified company."

When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ABOVE PROPOSAL. This proxy will be voted in the discretion of the
persons named as proxies above as to any other matters that may properly come
before the meeting or any adjournments thereof. A shareholder wishing to vote in
accordance with the Board of Trustees' recommendation need only sign and date
this proxy and return it in the enclosed envelope.

PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION. PLEASE SEPARATE AND PLACE THE BOTTOM PORTION OF THE PROXY IN
THE ENCLOSED RETURN ENVELOPE. PLACE THE PROXY SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE PROXY, APPEARS THROUGH THE WINDOW OF THE
ENVELOPE.

GMO FUNDAMENTAL VALUE FUND
Record Date Shares

                            PROXY VOTING MAIL-IN STUB

                                             PROPOSAL 1

                                 [ ] FOR     [ ] AGAINST  [ ] ABSTAIN

Dated: ____________, 1999

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- ------------------------------
Signature(s) of Shareholder(s)




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