SecProbe.io

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 ROPES & GRAY PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

 James M. Forbes

 T +1 617 235 4765

 james.forbes@ropesgray.com

 June 24, 2025

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549
 Attn:	Ms. Soo Im-Tang

 Re:	 GMO
Trust (File Nos. 002-98772 and 811-04347) (the "Registrant")

 Ladies and Gentlemen:

 On June 16, 2025, Soo Im-Tang (the "Staff
Reviewer") of the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") provided oral
comments to James Forbes of Ropes & Gray LLP, counsel to the Registrant, regarding Post-Effective Amendment No. 233 under
the Securities Act of 1933, as amended (the "Securities Act"), and Amendment No. 282 under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), to the Registrant's registration statement on Form N-1A (the
 "Registration Statement") relating to each of the 32 series of the Registrant (the "Funds"), and filed with the
SEC on April 30, 2025 (the "485(a) Amendment"). Responses to the comments are set forth below. As applicable, these
responses will be reflected in Post-Effective Amendment No. 234 under the Securities Act and Amendment No. 283 under the Investment
Company Act to the Registration Statement, to be filed with the Commission on or around June 30, 2025 (the "485(b) Amendment").
Please note that we have provided collective responses to any global comments that were applicable to multiple Funds. Defined terms used
but not defined herein shall have the meanings given to them in the 485(b) Amendment.

 Prospectus

 1. For each applicable Fund: The Staff notes that the footnotes to the performance tables for
several Funds include disclosure containing notices and disclaimers from relevant index providers. For example, footnote 3 to the performance
tables for GMO Benchmark-Free Allocation Fund includes the following statement: "MSCI data may not be reproduced or used for any
other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder." In lieu of
including such disclosures following the performance table of each applicable Fund, please instead consider cross-referencing the section
 "Fund Benchmarks and Comparative Indices," which includes comparable disclosures.

 Response :
The Registrant notes that, in many cases, the contractual arrangements with an index provider that permit a particular index to be referenced
in the Registration Statement require specific disclosure to accompany each reference to that index. Given those contractual requirements,
the Registrant believes that it is appropriate to retain these disclosures, where applicable, in the footnotes to the Funds' performance
tables.

 Securities and Exchange Commission - 2 - June 24, 2025

 2. For GMO Global Equity Allocation Fund only: The Staff notes that the Fund includes "Credit
Risk" among its principal risks. If investments in fixed income securities are a principal investment strategy of the Fund, please
include related disclosure in the description of the Fund's principal investment strategies. If investments in fixed income securities
are not a principal investment strategy of the Fund, please consider whether it is appropriate to include "Credit Risk" among
the Fund's principal risks.

 Response :
As disclosed in the description of the Fund's principal investment strategies, the Fund may invest in GMO U.S. Treasury Fund, in
money market funds unaffiliated with Grantham, Mayo, Van Otterloo & Co. LLC ("GMO"), and directly in the types of
investments typically held by money market funds. The Registrant notes that Credit Risk is a principal risk of these types of investments
(and is identified as such in GMO U.S. Treasury Fund's Fund summary section) and that, accordingly, the Fund is subject to
Credit Risk to the extent it makes these types of investments. For this reason, the Registrant believes that the inclusion of "Credit
Risk" as a principal risk for the Fund is appropriate.

 3. For GMO-Usonian Japan Value Creation Fund only: The Staff notes that, although the Fund
is referred to as "GMO-Usonian Japan Value Creation Fund" in the header to its Fund summary section, it is identified
as "Japan Value Creation Fund" (omitting the reference to "Usonian") on the front cover of the Prospectus. Please
reconcile.

 Response :
The Registrant notes that the approach taken with respect to how the Fund is identified in the Fund summary section (including
 "GMO-Usonian" in the Fund's name) and on the front cover of the Prospectus (omitting "GMO-Usonian" from
the Fund's name) is consistent with the approach taken for all GMO Funds (including "GMO" in the Funds' names
in the Fund summary sections and omitting "GMO" from the Funds' names on the front cover of the Prospectus).
The Registrant further notes that GMO Funds are referred to throughout the Prospectus with "GMO" (or, in the case of the Fund,
 "GMO-Usonian") omitted from their names. The Registrant believes that this approach provides for more streamlined disclosure
while still clearly communicating which Fund is being referenced. The Registrant has used this same approach in the Prospectus in prior
years and does not believe that it is likely to cause confusion for readers.

 4. For GMO-Usonian Japan Value Creation Fund only: The Staff
notes that the description of the Fund's principal investment strategies in its Fund summary section differs
from the description on the Fund's website. Please reconcile.

 Response :
The Registrant has reviewed the descriptions of the Fund's principal investment strategies as they appear in the Fund summary
section and on the Fund's website and believes that, notwithstanding certain non-substantive differences, they are both materially
accurate descriptions of the Fund's principal investment strategies and are not inconsistent.

 Securities and Exchange Commission - 3 - June 24, 2025

 5. For GMO U.S. Small Cap Value Fund only: In the Fund's "Average Annual Total
Returns" table, for clarity and consistency with the approach taken for other Funds, please parenthetically label the S&P SmallCap
Value 600 Index as the "Fund benchmark."

 Response :
The Registrant notes that, although the Fund's investment objective in prior years has been "Total return in excess of its
benchmark, the S&P SmallCap 600 Value Index," that investment objective was revised in the 485(a) Amendment to remove the
reference to the S&P SmallCap 600 Value Index. Accordingly, the Registrant does not believe that it would be accurate to label the
S&P SmallCap 600 Value Index as the Fund's benchmark. The Registrant further notes that, although a reference to "the
Fund's benchmark" appears in the disclosure preceding the Fund's performance tables in the 485(a) Amendment, that
reference will be eliminated in in the 485(b) Amendment.

 6. For GMO High Yield Fund only: In the description of the Fund's principal risks, please
consider identifying "high yield bonds" or "junk bonds" by their terms under "Credit Risk" and enhancing
the risk disclosure specific to those securities.

 Response :
In recognition of the Staff's comment and to more clearly alert investors to the credit risks associated with high yield (or "junk")
bonds, the Registrant will revise the disclosure under "Credit Risk" in the 485(b) Amendment as follows (new language
indicated with underlined text and deleted language indicated with strike-through text):

 Credit
Risk – The Fund runs the risk that the issuer or guarantor of a fixed income investment (including a sovereign or quasi-sovereign
debt issuer) or the obligor of an obligation underlying an asset-backed security will be unable or unwilling to satisfy its obligation
to pay principal and interest or otherwise to honor its obligations in a timely manner or at all. The market price of a fixed income investment
will normally decline as a result of the failure of an issuer, guarantor, or obligor to meet its payment obligations or in anticipation
of such a failure. Below investment grade investments (commonly referred to as high yield or "junk" bonds) have speculative
characteristics and are subject to greater credit risk than other fixed income investments. , and n N egative
changes in economic conditions or other circumstances are more likely to impair the ability of issuers of those below
investment grade investments to make principal and interest payments than issuers of investment grade investments. Investments in
distressed or defaulted or other low quality debt investments generally are considered speculative and are subject to substantial risks
not normally associated with investments in higher quality securities, including adverse business, financial or economic conditions that
lead to their issuers' payment defaults and insolvency proceedings. In particular, distressed or defaulted obligations might be
repaid, if at all, only after lengthy workout or bankruptcy proceedings during which the issuer might not make any interest or other payments,
and the Fund may incur additional expenses in its effort to be repaid. If GMO's assessment of the eventual recovery value of a distressed
or defaulted debt investment proves incorrect, the Fund may lose a substantial portion or all of its original investment or may be required
to accept cash or instruments worth less than its original investment.

 Securities and Exchange Commission - 4 - June 24, 2025

 7. For GMO Multi-Asset Credit Fund only: The Staff notes that the description of the Fund's
principal investment strategies states that "GMO seeks to identify opportunities arising from unusual market conditions not
otherwise identified by its quantitative models and uses various portfolio construction techniques to manage risk" (emphasis added).
Please briefly describe, or provide examples of, what is meant by "unusual market conditions."

 Response :
The Registrant will revise the above-mentioned sentence in the 485(b) Amendment as follows (new language indicated with underlined
text):

 GMO seeks to identify opportunities
arising from unusual market conditions (such as markets with heightened volatility, significant market declines, or widespread asset
price dislocations) not otherwise identified by its quantitative models and uses various portfolio construction techniques to manage
risk.

 8. For GMO Multi-Asset Credit Fund and GMO MAC Implementation Fund only: The Staff notes that
the description of each Fund's principal investment strategies references investments in emerging country sovereign and quasi-sovereign
debt securities. Please define "emerging countries" for these purposes.

 Response :
The Registrant notes that the term "emerging countries" is defined, including for purposes of each Fund's principal
investment strategies, as "the world's less developed countries" under the heading "Definitions" in the
section Additional Information About the Funds' Investment Strategies, Risks, and Expenses .

 9. For GMO Opportunistic Income Fund only: In the Fund's "Average Annual Total
Returns" table, for clarity and consistency with the approach taken for other Funds, please parenthetically label the Bloomberg
U.S. Securitized Index as the "Fund benchmark."

 Response :
Although the Fund compares its performance to the Bloomberg U.S. Securitized Index (and the Bloomberg U.S. Aggregate Index, a broad-based
securities market index), the Fund is not managed to, nor are the Fund's risks controlled relative to, the Bloomberg U.S. Securitized
Index or any other securities index or securities benchmark. The Registrant notes that a statement to this effect is included in the description
of the Fund's principal investment strategies. Accordingly, the Registrant does not believe that it would be accurate to label the
Bloomberg U.S. Securitized Index as the Fund's benchmark. The Registrant further notes that, although a reference to "the
Fund's benchmark" appears in the disclosure preceding the Fund's performance tables in the 485(a) Amendment, that
reference will be eliminated in in the 485(b) Amendment.

 10. For GMO Alternative Allocation Fund only: The Staff notes that there have been changes to
the description of the Fund's principal investment strategies. In this regard:

 a. Please supplementally explain why the Board of Trustees believes these changes are consistent with its
fiduciary duties and in the best interests of shareholders who did not vote for these changes.

 b. Please also supplementally explain why GMO believes these changes are consistent with its fiduciary duties
to the Fund.

 c. Please supplementally provide the percentage of the Fund's portfolio that was (or will be) repositioned
as a result of these changes.

 Securities and Exchange Commission - 5 - June 24, 2025

 Response :
The Registrant notes that the changes to the Fund's principal investment strategies were discussed with the Board of Trustees. GMO
believes the changes will better align the Fund's investment strategy to achieve annualized returns of 4% (net of fees) above cash
(as measured by the FTSE 3-Month Treasury Bill Index) over a complete market cycle, which has been a long-standing element of the Fund's
principal investment strategies disclosure. There were no changes to the Fund's investment restrictions or policies, and the Fund
continues to have exposure to a number of underlying strategies that GMO does not expect in the aggregate to be highly correlated with
traditional equity market indices. GMO believes that these changes are consistent with the expectations and goals of the Fund's
shareholders, and consistent with feedback that GMO has received from shareholders about the Fund.

 Approximately 40% of the Fund's portfolio
was repositioned as a result of these changes.

 11. For GMO Alternative Allocation Fund only: Please confirm whether the defined term "Styles,"
as used in the description of the Fund's principal investment strategies, refers to the various categories of investments identified
in that description ( e.g. , value, quality, and carry). If so, please make this connection clear in the disclosure. Also, if applicable,
please consider identifying the corresponding risks of each of these "Styles" in the description of the Fund's principal
risks.

 Response :
The Registrant confirms that the defined term "Styles" refers to the various investment styles, which may change over time,
that that the Fund may use to obtain long and/or short exposures across stocks, equity indices, bonds, interest rates, currencies and
commodities ("Asset Groups"). The Registrant notes that, as stated in the description of the Fund's principal investment
strategies, "[t]he Styles typically employed by the Fund" include the value, quality, carry, momentum, volatility, and trend
investment styles identified and discussed in that description. The Registrant believes that the connection between the term "Styles"
and the investment styles referenced in the description of the Fund's principal investment strategies is clearly disclosed.

 The Registrant notes that, because some Styles
may be used to invest in more than one Asset Group (for example, the momentum Style may be used to select either stocks or bonds), the
principal risks associated with a Style will vary depending upon the Asset Group in which a particular investment is being made. For this
reason, the Registrant does not believe that it would be helpful to identify the specific risks associated with each Style. The Registrant
has reviewed the description of the Fund's principal risks and believes that the principal risks that may be associated with each
Style are appropriately disclosed.

 12. For GMO Alternative Allocation Fund only: The Staff notes that "Event-Driven Risk"
is included in the description of the Fund's principal risks. Please consider including related disclosure in the description of
the Fund's principal investment