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^*

Lund Thomas A

(Last)

(First)

(Middle)

3900 WISCONSIN AVENUE, NW

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005

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&Interim Head of Single Fam

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	9,931⁽¹⁾⁽²⁾	D
Common Stock	630.428	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)	11/19/1997⁽³⁾	11/19/2006	Common Stock	2,220	39.4375	D
Employee Stock Option (right to buy)	11/18/1998⁽³⁾	11/16/2007	Common Stock	5,350	51.7188	D
Employee Stock Option (right to buy)	11/17/1999⁽³⁾	11/17/2008	Common Stock	8,830	69.3125	D
Employee Stock Option (right to buy)	11/16/2000⁽³⁾	11/16/2009	Common Stock	8,190	71.5	D
Employee Stock Option (right to buy)	01/23/2004⁽³⁾	01/18/2010	Common Stock	14,331	62.5	D
Employee Stock Option (right to buy)	11/21/2001⁽³⁾	11/21/2010	Common Stock	10,340	77.095	D
Employee Stock Option (right to buy)	11/20/2002⁽³⁾	11/20/2011	Common Stock	11,170	80.95	D
Employee Stock Option (right to buy)	01/21/2004⁽³⁾	01/21/2013	Common Stock	18,217	69.43	D
Employee Stock Option (right to buy)	01/23/2005⁽³⁾	01/23/2014	Common Stock	22,310	78.315	D

Explanation of Responses:

1. Under Fannie Mae's Performance Share Program, as a member of Fannie Mae's senior management the reporting person has previously received awards that entitle the reporting person to receive shares of Fannie Mae common stock in an amount based upon and subject to Fannie Mae's meeting corporate performance objectives over three-year periods. These objectives are based on both financial and non-financial goals, equally weighted. The financial goals under the performance share program are currently tied to growth in core business earnings per share. Generally, Fannie Mae's Compensation Committee determines in January of the year following completion of the cycle the number of shares of common stock each awardee is entitled to receive, and the shares are paid out in two annual installments beginning that January. (Footnote 1 is continued in 2 below.)

2. For the three-year performance cycle completed in 2003, the reporting person was determined in January 2004 to be entitled to receive 6,930 shares, of which the reporting person was paid 3,465 shares in accordance with the program and the remaining shares were expected to be paid in January 2005. As previously announced, Fannie Mae will restate its previously issued financial statements and re-evaluate previously issued non-GAAP financial information, including core business earnings. The Compensation Committee and Board of Directors of Fannie Mae have determined to consider the impact of Fannie Mae's restatement and re-evaluation on unpaid performance shares for the performance cycle completed in 2003 when reliable financial data for the relevant period are available. As a result, the 3,465 shares expected to be issued to the reporting person in January 2005 have not yet been issued. These shares are included in the the reporting person's total holdings above.

3. The option vests in four equal annual installments beginning on the date shown.

Remarks:

	/s/ Thomas A. Lund	02/09/2005
	** 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 Ann Kappler 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 Ann Kappler 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 Ann Kappler 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/ Thomas A. Lund

___________________________________
Thomas A. Lund

Date:  February
7, 2005