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* Pallotta Karen R (Last) (First) (Middle) 3900 WISCONSIN AVENUE, NW (Street) WASHINGTON DC 20016 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2009	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) EVP - Single-Family Mortgage	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	21,427	D
Common Stock	1,132.531	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	11/16/2000(1)	11/16/2009	Common Stock	2,870	71.5	D
Employee Stock Option (Right to Buy)	01/23/2004	01/18/2010	Common Stock	2,572	62.5	D
Employee Stock Option (Right to Buy)	11/21/2001(1)	11/21/2010	Common Stock	3,030	77.1	D
Employee Stock Option (Right to Buy)	11/20/2002(1)	11/20/2011	Common Stock	6,630	80.95	D
Employee Stock Option (Right to Buy)	01/23/2004	01/18/2010	Common Stock	325	80.95	D
Employee Stock Option (Right to Buy)	01/21/2004(1)	01/21/2013	Common Stock	3,623	69.43	D
Employee Stock Option (Right to Buy)	01/23/2005(1)	01/23/2014	Common Stock	4,553	78.32	D

Explanation of Responses:

1. The options vest in four equal annual installments beginning on the date shown.

	/s/ Karen R. Pallotta	06/11/2009
	** 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.
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LIMITED SIGNATORY POWER


By this Limited Signatory Power the undersigned authorizes
and designates each of Judith C. Dunn, Sylvia M. Mahaffey,
Suzanne A. Barr and Te-Mika S. Williams, 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 Judith C. Dunn, Sylvia M. Mahaffey,
Suzanne A. Barr and Te-Mika S. Williams to execute and file on
behalf of the undersigned a Form ID, and any amendments thereto,
to facilitate the foregoing.  The authority of Judith C. Dunn,
Sylvia M. Mahaffey, Suzanne A. Barr and Te-Mika S. Williams 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 Judith C. Dunn, Sylvia M. Mahaffey, Suzanne A. Barr and
Te-Mika S. Williams 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: June 8, 2009	Signed: /s/ Karen R. Pallotta