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 *
  Lund Thomas A
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005
3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [FNM]
(Last)
(First)
(Middle)
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)
SVP&Interim Head of Single Fam
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 9,931 (1) (2)
D
 
Common Stock 630.428
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) 11/19/1997(3) 11/19/2006 Common Stock 2,220 $ 39.4375 D  
Employee Stock Option (right to buy) 11/18/1998(3) 11/16/2007 Common Stock 5,350 $ 51.7188 D  
Employee Stock Option (right to buy) 11/17/1999(3) 11/17/2008 Common Stock 8,830 $ 69.3125 D  
Employee Stock Option (right to buy) 11/16/2000(3) 11/16/2009 Common Stock 8,190 $ 71.5 D  
Employee Stock Option (right to buy) 01/23/2004(3) 01/18/2010 Common Stock 14,331 $ 62.5 D  
Employee Stock Option (right to buy) 11/21/2001(3) 11/21/2010 Common Stock 10,340 $ 77.095 D  
Employee Stock Option (right to buy) 11/20/2002(3) 11/20/2011 Common Stock 11,170 $ 80.95 D  
Employee Stock Option (right to buy) 01/21/2004(3) 01/21/2013 Common Stock 18,217 $ 69.43 D  
Employee Stock Option (right to buy) 01/23/2005(3) 01/23/2014 Common Stock 22,310 $ 78.315 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lund Thomas A
3900 WISCONSIN AVENUE, NW
WASHINGTON, DC 20016
      SVP&Interim Head of Single Fam  

Signatures

/s/ Thomas A. Lund 02/09/2005
**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) Under Fannie Mae's Performance Share Program, as a member of Fannie Mae's senior management the reporting person has previously received awards that entitle the reporting person to receive shares of Fannie Mae common stock in an amount based upon and subject to Fannie Mae's meeting corporate performance objectives over three-year periods. These objectives are based on both financial and non-financial goals, equally weighted. The financial goals under the performance share program are currently tied to growth in core business earnings per share. Generally, Fannie Mae's Compensation Committee determines in January of the year following completion of the cycle the number of shares of common stock each awardee is entitled to receive, and the shares are paid out in two annual installments beginning that January. (Footnote 1 is continued in 2 below.)
(2) For the three-year performance cycle completed in 2003, the reporting person was determined in January 2004 to be entitled to receive 6,930 shares, of which the reporting person was paid 3,465 shares in accordance with the program and the remaining shares were expected to be paid in January 2005. As previously announced, Fannie Mae will restate its previously issued financial statements and re-evaluate previously issued non-GAAP financial information, including core business earnings. The Compensation Committee and Board of Directors of Fannie Mae have determined to consider the impact of Fannie Mae's restatement and re-evaluation on unpaid performance shares for the performance cycle completed in 2003 when reliable financial data for the relevant period are available. As a result, the 3,465 shares expected to be issued to the reporting person in January 2005 have not yet been issued. These shares are included in the the reporting person's total holdings above.
(3) The option vests in four equal annual installments beginning on the date shown.

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