SEC FORM 4 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
 
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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*
Benson David C

(Last) (First) (Middle)
C/O 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 - Capital Mkts & Treasury
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2008
4. 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 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 09/10/2008 S 18,806 D $1.04(1) 0 I By Trust
Common Stock 37,631 D
Common Stock 480.908(2) I By ESOP
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
Explanation of Responses:
1. The price reflects the weighted average sales, with a range of $1.04 and $1.05 received per share.
2. End of period holdings reflect ESOP allocations pursuant to a dividend reinvestment feature of the ESOP through August 29, 2008.
/s/ Suzanne A. Barr, Attorney-In-Fact for David C. Benson 09/12/2008
** 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).
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 Polly N. Klane, Sylvia M. Mahaffey
and Suzanne A. Barr, each with full power of substitution,
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 Polly N. Klane, Sylvia M. Mahaffey and Suzanne A. Barr
to execute and file on behalf of the undersigned a Form ID,
and any amendments thereto, to facilitate the foregoing.
The authority of Polly N. Klane, Sylvia M. Mahaffey and
Suzanne A. Barr 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
Polly N. Klane, Sylvia M. Mahaffey and Suzanne A. Barr
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.

This Limited Signatory Power revokes any Signatory Power
or Power of Attorney the undersigned has previously signed
with respect to Forms 3, 4 and 5, and Form IDs, 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.



Date: September 3, 2008	Signed: /s/ David C. Benson