Strain in a laminated structure is transferred by the interlayer adhesive layer. However, the analysis of the adhesive layer behaviors was rarely carried out. The Hamilton's principle is used to derive the governing motion equation of the GMM/elastic plate/PZT three-layered structure. The effects of the adhesive layer resulting from the shear and longitudinal deformation are considered in the analysis. From the motion equation of the GMM/elastic plate/PZT structure and the structural boundary conditions, the equation predicting the system natural frequencies is derived. Then, using the constitutive equations of magnetostrictive and piezoelectric effects, the magneto-electric response over frequency of underlying structure is obtained. By comparing the theoretical magneto-electric response over frequency with the experimental results，it can be seen that the frequency deviation is below 9.42%，and the values of the theoretical magneto-electric voltage coefficient are in agreement with the experiment ones. The dependence of the resonance frequency of the structure on the length of the elastic plate is also discussed.