SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
RAHL LESLIE

(Last) (First) (Middle)
C/O FANNIE MAE, 3900 WISCONSIN AVE., NW

(Street)
WASHINGTON DC 20016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2004
3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [ FNM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 400 D
Common Stock 200 I By spouse
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Options (obligation to sell) 08/08/1988(1) 03/20/2004 Common Stock 400 80 D
Call Options (obligation to sell) 08/08/1988(1) 03/20/2004 Common Stock 200 80 I By spouse
Explanation of Responses:
1. In accordance with guidance from the SEC staff, the date shown above is a "dummy date" required by the SEC's electronic filing system. The options are all currently exercisable.
Remarks:
/s/ Leslie Rahl 02/18/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 LIMITED SIGNATORY POWER

By this Limited Signatory Power the
undersigned authorizes and designates each of Thomas Donilon and Iris
Aberbach to execute and file on behalf of the undersigned all Forms 3, 4
and 5 (including any exhibits, attachments and amendments thereto) that the
undersigned may be required to file with the Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Fannie Mae.  The authority of Thomas Donilon and Iris
Aberbach under this Limited Signatory Power shall continue until the
undersigned is no longer required to file Forms 3, 4 and 5 with regard to
his or her ownership of or transactions in securities of Fannie Mae, unless
earlier revoked in writing.  The undersigned acknowledges that Thomas
Donilon and Iris Aberbach are not assuming, nor is Fannie Mae assuming, any
of the undersigned's responsibilities to file Forms 3, 4 and 5 or otherwise
comply with any related laws or regulations.

/s/ Leslie Rahl

__________________
Leslie Rahl						    Date:  February 12, 2004