SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARZOL ADOLFO (Last) (First) (Middle) FANNIE MAE 3900 WISCONSIN AVENUE, NW (Street) WASHINGTON DC 20016 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [ FNM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP/Finance Credit
	3. Date of Earliest Transaction (Month/Day/Year) 01/08/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 04/23/2003	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/08/2003		S(1)		2,403	D	$68.685	14,609	D
Common Stock	01/21/2003		S(1)		1,815	D	$69.43	12,794	D
Common Stock	01/21/2003		A		24,940	A	$0.00	37,734	D
Common Stock	01/21/2003		D		3,741	D	(2)	33,993	D
Common Stock	01/21/2003		D		3,741	D	$69.43	30,252	D
Common Stock	02/04/2003		M		3,741	A	(3)	33,993	D
Common Stock	02/04/2003		D(3)		3,741	D	$63.95	30,252	D
Common Stock	02/18/2004		S		7,794	D	$65.32	22,458	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$69.43	01/21/2003		A		50,397		(4)	01/21/2013	Common Stock	50,397	$0.00	50,397	D
Phantom Stock	(3)	01/21/2003		A		3,741		02/04/2003	02/04/2003	Common Stock	3,741	(2)	3,741	D
Phantom Stock	(3)	02/04/2003		M			3,741	02/04/2003	02/04/2003	Common Stock	3,741	(3)	0	D

Explanation of Responses:

1. The reported transaction represents a disposition to the issuer of shares to pay tax withholding liability.

2. The reporting person deferred the receipt of 3,741 shares of common stock for 10 days, as a result of which he received and held 3,741 shares of phantom stock during those 10 days. The reported transactions reflect the disposition of 3,741 shares of common stock in exchange for an equal number of shares of phantom stock.

3. Each share of phantom stock will be settled for the cash value of one share of common stock on the expiration date. All of the February 4, 2003 transactions reported on this form reflect the settlement of these shares of phantom stock for cash.

4. The option vests ratably in four installments beginning on the first anniversary of the grant date.

Remarks:

This Form 4 is being amended to report transactions that occurred prior to the issuer's initial registration with the SEC and that were inadvertently omitted from the original Form 4. The transactions were reported on "Statements of Changes in Beneficial Ownership" that were posted on the issuer's website shortly after they occurred.

	/s/ Adolfo Marzol	11/27/2006
	** 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 4 (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).
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