| 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 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| 3900 WISCONSIN AVENUE, NW | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2009 | 3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE
[FNM]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | EVP, Enterprise Risk Managemen |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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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 Beneficially Owned |
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| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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| Explanation of Responses: |
| No securities are beneficially owned |
| Kenneth J. Phelan | 04/28/2009 |
| ** 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).
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| 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 Sylvia M. Mahaffey, Suzanne Barr,
Veronique 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 Sylvia M. Mahaffey, Suzanne Barr,
Veronique 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
Sylvia M. Mahaffey, Suzanne Barr, Veronique 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 Sylvia M. Mahaffey,
Suzanne Barr, Veronique 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: April 28, 2009Signed: /s/ Kenneth J. Phelan