U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 24F-2
ANNUAL NOTICE OF SECURITES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
1.		Name and address of issuer:		GMO Trust
				40 Rowes Wharf
				Boston, MA 02110
2.		The name of each series or class of securities for which this Form is filed (If the Form is being filed for all series and classes of securities of the issuer, check the box but do not list series or classes):					[   ]
		GMO Alpha Only Fund GMO Benchmark-Free Allocation Fund GMO Core Plus Bond Fund GMO Currency Hedged International Bond Fund GMO Currency Hedged International Equity Fund GMO Developed World Stock Fund GMO Domestic Bond Fund GMO Emerging Countries Fund GMO Emerging Country Debt Fund GMO Emerging Markets Fund GMO Emerging Markets Opportunities Fund GMO Foreign Fund GMO Foreign Small Companies Fund GMO Global Balanced Asset Allocation Fund GMO Global Bond Fund GMO Global Equity Allocation Fund GMO Global Growth Fund GMO Inflation Indexed Plus Bond Fund GMO International Bond Fund GMO International Core Equity Fund			GMO International Equity Allocation Fund GMO International Growth Equity Fund GMO International Intrinsic Value Fund GMO International Opportunities Equity Allocation Fund GMO International Small Companies Fund GMO Real Estate Fund GMO Short-Duration Collateral Share Fund GMO Short-Duration Investment  Fund GMO Strategic Fixed Income Fund GMO Strategic Opportunities Allocation Fund GMO Tax-Managed International Equities Fund GMO Tax-Managed U.S. Equities Fund GMO Tobacco-Free Core Fund GMO U.S. Core Equity Fund GMO U.S. Equity Allocation Fund GMO U.S. Growth Fund GMO U.S. Intrinsic Value Fund GMO U.S. Quality Equity Fund GMO U.S. Small/Mid Cap Growth Fund GMO U.S. Small/Mid Cap Value Fund GMO World Opportunities Equity Allocation Fund
3.		Investment Company Act File Number: 811-4347
		Securities Act File Number: 2-98772
4(a).		Last day of fiscal year for which this Form is filed: February 28, 2009
4(b).		[  ]	Check box if this Form is being filed late (i.e., more than 90 calendar days after the end of the issuer’s fiscal year). (See instruction A.2)
NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE REGISTRATION FEE DUE.
4(c).	[   ]		Check box if this is the last time the issuer will be filing this Form.
5.			Calculation of registration fee:
	(i)		Aggregate sale price of securities sold
			during the fiscal year pursuant to section 24(f):			$33,451,180,538

(ii)	Aggregate price of securities redeemed
	or repurchased during the fiscal year:	$29,053,710,019
(iii)	Aggregate price of securities redeemed
	or repurchased during any PRIOR fiscal year ending no earlier than October 11, 1995 that were not previously used to reduce registration fees payable to the Commission:	$0
(iv)	Total available redemption credits
	[add items 5(ii) and 5(iii)]:	$29,053,710,019
(v)	Net sales -- if item 5(i) is greater
	than Item 5(iv) [subtract Item 5(iv)	$4,397,470,518
	from Item 5(i)]:
(vi)	Redemption credits available for use
	in future years -- if Item 5(i) is	$0

			less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
	(vii)	Multiplier for determining registration
		fee (See Instruction C.9):		x  0.0000558000
	(viii)	Registration fee due [multiply Item 5(v)
		by Item 5(vii)] (enter “0” if no fee is due):			= 245,378.85
6.	Prepaid Shares
		If the response to Item 5(i) was determined by deducting an amount of securities that were registered under the Securities Act of 1933 pursuant to rule 24e-2 as in effect before October 11, 1997, then report the amount of securities (number of shares or other units) deducted here: 0.  If there is a number of shares or other units that were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which this form is filed that are available for use by the issuer in future fiscal years, then state that number here: 0
7.	Interest due -- if this Form is being filed more than 90 days after the
	end of the issuer’s fiscal year (see Instruction D):			+ $0.00
8.	Total of the amount of the registration fee due plus any interest due
	[Item 5(viii) plus Item 7]:			= $245,378.85
9.	Date the registration fee and any interest payment was sent to the Commission’s lockbox depository: 05/22/2009 CIK: 772129
	Method of Delivery:
			[ X]  Wire Transfer
			[    ]  Mail or other means
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/ Brent C. Arvidson
		Brent C. Arvidson
		Assistant Treasurer
Date:	May 22, 2009
*Please print the name and title of the signing officer below the signature.