SEC Filing | Fannie Mae

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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^*

KAPPLER ANN M

(Last)

(First)

(Middle)

3900 WISCONSIN AVENUE, NW

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2004

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & General Counsel

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	8,304	D
Common Stock	265	I	By ESOP

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	01/04/2000	01/02/2009	Common Stock	9,000	72.8125	D
Employee Stock Option (right to buy)	11/16/2000	11/16/2009	Common Stock	10,040	71.5	D
Employee Stock Option (right to buy)	01/18/2004	01/18/2010	Common Stock	17,087	62.5	D
Employee Stock Option (right to buy)	11/21/2001⁽¹⁾	11/21/2010	Common Stock	11,410	77.095	D
Employee Stock Option (right to buy)	11/20/2002⁽²⁾	11/20/2011	Common Stock	13,080	80.95	D
Employee Stock Option (right to buy)	01/21/2004⁽³⁾	01/21/2013	Common Stock	31,848	69.43	D
Employee Stock Option (right to buy)	01/23/2005⁽⁴⁾	01/23/2014	Common Stock	37,816	78.315	D

Explanation of Responses:

1. 8,557 options are currently exercisable; the balance vests on November 21, 2004.

2. 6,540 options are currently exercisable; 3,270 options vest on November 20, 2004 and November 20, 2005.

3. 7,962 options are currently exercisable; 7,962 options vest on January 21, 2005, January 21, 2006, and January 21, 2007.

4. The options vest in four annual installments as follows: 9,454 options vest on January 23, 2005, January 23, 2006, January 23, 2007, and January 23, 2008.

Remarks:

	/s/ Ann M. Kappler	02/20/2004
	** 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 Scott
Lesmes 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 Scott Lesmes
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
Scott Lesmes 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/ Ann M. Kappler

_________________________
Ann M. Kappler

Date: February 20,
2004