SEC FORM 3 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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Oppenheimer Zachary

(Last) (First) (Middle)
3900 WISCONSIN AVE NW

(Street)
WASHINGTON DC 20016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2011
3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [ FNMA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP& Head of Customer Engagmnt
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 29,455 D
8.25% Non-Cumulative Series T Preferred Stock 1,000 D
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
Stock Option (Right to Buy) 11/20/2002(1) 11/20/2011 Common Stock 10,640 80.95 D
Stock Option (Right to Buy) 01/21/2004(1) 01/21/2013 Common Stock 9,624 69.43 D
Stock Option (Right to Buy) 01/23/2005(1) 01/23/2014 Common Stock 11,925 78.315 D
Explanation of Responses:
1. The options vested in four equal annual installments beginning on the date shown.
/s/ Zachary Oppenheimer 05/26/2011
** 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.
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 and
Veronique K. Fine, 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
and Veronique K. Fine 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 and Veronique K. Fine 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 and Veronique K. Fine 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: May 18, 2011			Signed: /s/ Zachary Oppenheimer