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*
BERESFORD DENNIS R

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

(Street)
WASHINGTON DC 20016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2006
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)
No securities beneficially owned 0 D
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
Explanation of Responses:
Remarks:
/s/ Dennis R. Beresford 05/22/2006
** 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 Scott Lesmes 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 undersigned further authorizes
and designates each of Scott Lesmes and Iris Aberbach to execute and file on
behalf of the undersigned a Form ID, and any amendment thereto, to facilitate
the foregoing.  The authority of Scott Lesmes 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 Scott Lesmes 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/ Dennis R. Beresford
__________________________________
    Dennis R. Beresford



Date:  May 22, 2006