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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Senhauser William B
(Last) (First) (Middle)
3900 WISCONSIN AVE., N.W.
C/O FANNIE MAE
(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)
SVP, Chief Compliance Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2008
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 09/30/2008 I 749.757(2) D $1.57 0 I By Spouse ESOP
Common Stock 01/25/2010 F 588(1) D $0.99 20,383 D
Common Stock 01/25/2010 F 1,176(1) D $0.96 19,207 D
Common Stock 558.144 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. These shares were withheld by the Issuer to pay withholding taxes due upon the vesting of restricted shares.
2. This disposition of ESOP shares was in connection with the ESOP's periodic distribution of former employee ESOP accounts with low balances.
/s/ William B. Senhauser 01/27/2010
** 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 Suzanne A. Barr, Judith C. Dunn,
Stephen H. McElhennon, Veronique K. Fine 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 Suzanne A. Barr, Judith C. Dunn,
Stephen H. McElhennon, Veronique K. Fine 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 Suzanne A. Barr, Judith C. Dunn, Stephen H. McElhennon,
Veronique K. Fine 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
Suzanne A. Barr, Judith C. Dunn, Stephen H. McElhennon,
Veronique K. Fine 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: January 27,2010	Signed: /s/ William B. Senhauser