Federal National Mortgage Association (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   January 12, 2007

Federal National Mortgage Association
(Exact name of registrant as specified in its charter)

Federally Chartered Corporation 000-50231 52-0883107
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
3900 Wisconsin Avenue, NW, Washington, District of Columbia   20016
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   202-752-7000

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 12, 2007, Kenneth M. Duberstein resigned from the Board of Directors of Fannie Mae (formally, the Federal National Mortgage Association), effective February 15, 2007. Mr. Duberstein has been a Fannie Mae director since 1998. The Company and Mr. Duberstein felt it was important for Mr. Duberstein to stay on the Board of Directors through the completion of Fannie Mae's restatement and the filing of its 2004 Annual Report on Form 10-K, which are now complete.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Federal National Mortgage Association
January 12, 2007   By:   /s/ Scott Lesmes
        Name: Scott Lesmes
        Title: Senior Vice President and Deputy General Counsel

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Exhibit Index

Exhibit No.   Description

  Statement by Stephen B. Ashley, Chairman of the Board

Exhibit 99.1

Statement by Stephen B. Ashley
Chairman of the Board
January 12, 2007

Ken has provided the company with valuable strategic counsel, leadership and service throughout his tenure on the Board. He fulfilled his board responsibilities with the same public spiritedness, integrity and dedication that he has demonstrated throughout his entire career. We will miss him.

  Brian Faith