SEC Filing | Fannie Mae

View:

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 NW

(Street)

WASHINGTON

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)
06/13/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/13/2008		F		153⁽¹⁾	D	$24.74	37,299	D
Common Stock								554.31⁽²⁾	I	By ESOP
Common Stock								15,633	I	By Spouse
Common Stock								744.607⁽²⁾	I	By Spouse 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were withheld by the Issuer to pay withholding taxes.

2. End of period holdings include additional shares acquired under the Issuer's ESOP through May 27, 2008.

Remarks:

	/s/ William B. Senhauser	06/16/2008
	** 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: April 8, 2008	Signed: /s/ William B. Senhauser