Pricing Supplement Dated August 21, 2008
(To Offering Circular dated April 01, 2008)

Universal Debt Facility

This Pricing Supplement relates to the Debt Securities described below (the "Notes"). You should read it together with the Offering Circular dated April 01, 2008 (the "Offering Circular"), relating to the Universal Debt Facility of the Federal National Mortgage Association ("Fannie Mae"). Unless defined below, capitalized terms have the meanings we gave to them in the Offering Circular.

The Notes, and interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or of any agency or instrumentality thereof other than Fannie Mae.

Certain Securities Terms

1. Title: 4.50% Notes Due September 09, 2013

2. Form: Fed Book-Entry Securities

3. Specified Payment Currency

a. Interest: U.S. dollars

b. Principal: U.S. dollars

4. Aggregate Original Principal Amount: $250,000,000.00 

5. Issue Date: September 09, 2008

6. Maturity Date: September 09, 2013

Amount Payable on the Maturity Date: 100.00% of principal amount

7. Subject to Redemption Prior to Maturity Date
__ No
Yes; in whole or in part, at our option, on September 09, 2009 at a redemption price of 100% of the principal amount redeemed, plus accrued interest thereon to the date of redemption.

8. Interest Category: Fixed Rate Securities

9. Interest

a. Frequency of Interest Payments: semiannually

b. Interest Payment Dates: the 9th day of each March and September 

c. First Interest Payment Date: March 09, 2009

d. Interest rate per annum: 4.50%

Additional Information Relating to the Notes

1. Identification Number(s)

a. CUSIP: 31398ATT9

b. ISIN: US31398ATT96

c. Common Code: 038542443

2. Listing Application
X No
__ Yes

3. Eligibility for Stripping on the Issue Date
X No
__ Yes
___ Minimum Principal Amount: _____________

Offering

1. Pricing Date: August 21, 2008

2. Method of Distribution:  X Principal __ Non-underwritten

3. Dealer: Goldman, Sachs & Co.

4. Offering Price:
Fixed Offering Price: 100.00% of principal amount, plus accrued interest, if any, from the Settlement Date
__ Variable Price Offering

5. Dealer Purchase Price: 99.88% of principal amount

a. Concession: N/A

b. Reallowance: N/A

6. Proceeds to Fannie Mae: $249,700,000.00 

Settlement

1. Settlement Date:  September 09, 2008

2. Settlement Basis:  delivery versus payment

3. Settlement Clearing System: U.S. Federal Reserve Banks


 

RECENT DEVELOPMENTS

On August 11, 2008, Standard & Poor’s Ratings Services (“S&P”) announced that our “Risk-to-the-Government” rating was being reduced from “A+” to “A” with a  negative outlook, our preferred stock rating was being reduced from “AA-” to “A-” with a  negative outlook, and our subordinated debt rating was being reduced from “AA-” to “A-” with a  negative outlook.   S&P also affirmed the “AAA/A-1+” rating on our senior unsecured debt with a stable outlook.

 On August 8, 2008, Moody’s Investors Service (“Moody’s”) affirmed that our Bank Financial Strength Rating of “B-” and preferred stock rating of “A1” remained under review for possible downgrades.  Moody’s also affirmed ratings of  “Aaa” on our senior long-term debt, “Prime-1” on our short-term debt and “Aa2” on our subordinated debt with stable outlooks.

 On July 17, 2008, Fitch Ratings (“Fitch”) downgraded our preferred stock rating one notch to “A+” from “AA-”.  Our preferred stock rating remains on Rating Watch Negative until further evaluation.  Fitch affirmed ratings of “AAA” on our senior unsecured debt and “AA-” on our subordinated debt.

 On July 30, 2008, President Bush signed into law the Housing and Economic Recovery Act of 2008 that included GSE regulatory reform legislation.  The legislation establishes the Federal Housing Finance Agency (“FHFA”) as our new safety, soundness and mission regulator, replacing OFHEO and HUD for this purpose.  In general, the legislation strengthens the existing safety and soundness oversight of the GSEs, providing FHFA with safety and soundness authority that is comparable to and in some respects broader than that of the federal bank regulatory agencies.  For example, FHFA will have enhanced powers to raise capital levels above statutory minimum levels, to regulate the size and content of our portfolio, and to approve new mortgage products.  The legislation also increases the financial and administrative cost of our affordable housing mission.

In addition, the legislation includes provisions that were initially proposed by the Treasury Secretary that (i) authorize the U.S. Treasury to buy Fannie Mae’s debt, equity and other securities, subject to our agreement; and (ii) give the Chairman of the Board of Governors of the Federal Reserve System a consultative role in our regulator’s process for setting capital requirements and other safety and soundness standards.  Both of these provisions lapse at the end of 2009.