Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Benson David C
2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2008
3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [FNM]
(Last)
(First)
(Middle)
C/O FANNIE MAE, 3900 WISCONSIN AVENUE NW
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Capital Mkts & Treasury
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WASHINGTON, DC 20016
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 56,437
D
 
Common Stock 477.604
I
By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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) 06/03/2002(1) 06/03/2012 Common Stock 20,080 $ 79.325 D  
Employee Stock Option (Right to Buy) 01/23/2004 01/18/2010 Common Stock 2,408 $ 69.43 D  
Employee Stock Option (Right to Buy) 01/23/2005(2) 01/23/2014 Common Stock 12,223 $ 78.315 D  
Employee Stock Option (Right to Buy) 01/21/2004(2) 01/21/2013 Common Stock 9,624 $ 69.43 D  
Employee Stock Option (Right to Buy) 06/03/2003(2) 06/03/2012 Common Stock 12,000 $ 79.325 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benson David C
C/O FANNIE MAE
3900 WISCONSIN AVENUE NW
WASHINGTON, DC 20016
      EVP - Capital Mkts & Treasury  

Signatures

David C. Benson 09/08/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option was exercisable upon grant with respect to 3,860 shares; the balance vested as follows: 9,080 shares on 8/31/02, 4,370 on 1/31/03, 1,610 on 1/31/04 and 1,160 on 1/31/05.
(2) The option became exercisable in four equal annual installments beginning on the date indicated.

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