Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person *
WILLIAMS MICHAEL J
 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 & COO
(Last)
(First)
(Middle)

3900 WISCONSIN AVENUE, NW		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
(Street)


WASHINGTON, DC 20016		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/08/2003   S4(1) 1,227 D $ 68.685 32,648 D  
Common Stock 01/21/2003   A4 6,221 A $ 0 38,869 D  
Common Stock 01/21/2003   S4(1) 1,153 D $ 69.43 37,716 D  
Common Stock 01/28/2003   S4 2,081 D $ 64.42 35,635 D  
Common Stock 01/28/2003   S4 1,957 D $ 64.36 33,678 D  
Common Stock 01/29/2003   G4(2) 5,600 D $ 0 28,078 D  
Common Stock 01/29/2003   G4(2) 5,000 A $ 0 6,000 I By Spouse
Common Stock 01/29/2003   G4(2) 300 A $ 0 500 I By Reporting Person as UGMA custodian for daughter
Common Stock 01/29/2003   G4(2) 300 A $ 0 500 I By Reporting Person as UGMA custodian for daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (deferred stock) (3)       3       (5)   (5) Common Stock
1,192 (3)
  1,192 (3)
D
 
Employee Stock Option (right to buy) $ 69.43 01/21/2003   A4 63,836     (6) 01/21/2013 Common Stock
63,836
$ 0 63,836
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLIAMS MICHAEL J
3900 WISCONSIN AVENUE, NW
WASHINGTON, DC 20016		       EVP & COO  

Signatures

/s/ Michael Williams 11/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transaction represents a disposition to the issuer of shares to pay tax withholding liability.
(2) These transactions represent gifts by the reporting person of an aggregate of 5,600 shares of stock to his spouse and daughters.
(3) These shares were inadvertently omitted from the reporting person's initial Form 3 filed on March 31, 2003. At that time, the reporting person held 1,170 shares. The reported amount includes shares acquired through December 31, 2003 under the dividend reinvestment feature of the issuer's deferred compensation plan.
(4) Each share represents the right to receive one share of common stock.
(5) The shares become payable in common stock upon the reporting person's retirement or other termination of employment.
(6) The option vests ratably in four installments beginning on the first anniversary of the grant date.
 
Remarks:
This Form 5 is being filed to report transactions that occurred prior to the issuer's initial registration with the SEC and that were inadvertently omitted from the reporting person's initial Form 4. The transactions were reported on "Statements of Changes in Beneficial Ownership" that were posted on the issuer's website shortly after they occurred. This Form 5 also reports a holding of phantom stock (deferred stock) that was inadvertently omitted from the reporting person's Form 3.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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