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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
| 3900 WISCONSIN AVENUE, N.W., C/O FANNIE MAE | |
(Street)
| 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 and General Counsel |
| 3. Date of Earliest Transaction (Month/Day/Year)
09/19/2008 | 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 |
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| 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
| 09/19/2008 | | D | |
125,852
| D | $
0
|
20,004
|
D
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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 Underlying Securities
(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 of Derivative Security: 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: |
| /s/ Sylvia M. Mahaffey, Attorney-In-Fact for Beth A. Wilkinson | 09/23/2008 | | ** 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 9, 2008Signed: /s/ Beth A. Wilkinson
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