Exhibit (a)(3)

                                   CGM TRUST

         AMENDMENT NO. 2 to the Amended and Restated Agreement and Declaration
of Trust dated January 23, 1997 (the "Agreement") of CGM Trust (the "Trust"),
made as of this 27th day of June, 2002 by the Trustees hereunder.

         WHEREAS, Article III, Section 6 of the Agreement provides that at any
time that there are no shares outstanding of any particular series previously
established and designated, the Trustees may amend the Agreement to abolish
that series and to rescind the establishment and designation thereof, such
amendment to be effected in the manner provided in Article III, Section 5.

         WHEREAS, Article III, Section 5 of the Agreement provides that the
Agreement may be amended upon the execution by a majority of the then Trustees
of an amendment to the Agreement;

         WHEREAS, the Trustees desire to amend the Agreement as described in
Article III, Section 6 thereof to abolish each of CGM American Tax Free Fund
and CGM Fixed Income Fund, each a series of the Trust, and to rescind the
establishment and designation thereof.

         NOW, THEREFORE, the undersigned, being a majority of the Trustees of
the Trust, do hereby agree as follows:

         1. Pursuant to Article III, Section 6 of the Agreement, there being no
shares of outstanding of CGM American Tax Free Fund or CGM Fixed Income Fund,
each such Fund is hereby abolished and its establishment and designation is
hereby rescinded.

         2. This Amendment is intended to supercede and replace the Trustee's
Certificate of Termination as filed with the Secretary of the Commonwealth of
Massachusetts, Corporations Division, on June 17, 2002 and the Office of the
City Clerk of the City of Boston on June 18, 2002.

         3.This Amendment may be executed by one or more of the signatories
hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

         IN WITNESS WHEREOF, we have hereunto set our hands as of the date
first above written.

/s/ Peter O. Brown                       /s/ G. Kenneth Heebner
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Peter O. Brown                           G. Kenneth Heebner
As Trustee and not individually          As Trustee and not individually


/s/ Robert L. Kemp                       /s/ Robert B. Kittredge
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Robert L. Kemp                           Robert B. Kittredge
As Trustee and not individually          As Trustee and not individually


/s/ Laurens MacLure                      /s/ James Van Dyke Quereau, Jr.
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Laurens MacLure                          James Van Dyke Quereau, Jr.
As Trustee and not individually          As Trustee and not individually


/s/ J. Baur Whittlesey
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J. Baur Whittlesey
As Trustee and not individually