Pricing Supplement Dated July 31, 2008 
(To Offering Circular dated April 01, 2008 
and Offering Circular Supplement, dated April 04, 2008)

Fannie Mae Investment Notes

Universal Debt Facility

CUSIP Number: 3135A1KS5
Title: 5.80% Bonds Due August 06, 2038

This Pricing Supplement relates to the issue of Fannie Mae Investment Notes described below (the " Bonds "). You should read it together with the Offering Circular, dated April 01, 2008 (the "Offering Circular"), and the Offering Circular Supplement, dated April 04, 2008 (the "Supplement"), relating to the Universal Debt Facility of the Federal National Mortgage Association ("Fannie Mae"). Capitalized terms used in this Pricing Supplement have the meanings we gave to them in the Offering Circular, unless we specify otherwise.

The Bonds, together with 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.

You should read and understand the following discussion of certain risk factors before purchasing the Bonds. You also should read and understand the more complete discussion of risk factors that appears in the Offering Circular beginning on page 9. The following discussion, the Supplement and the Risk Factors section in the Offering Circular may not describe all of the risks and investment considerations (including those relating to your particular circumstances) of an investment in the Bonds . 

Risk Factors

You should consult your own financial and legal advisors about:

*
the risks of an investment in the Bonds (for example, the risks associated with the Bonds' redemption feature and Survivor's Option (as defined in the Supplement));
*
the suitability of your investing in the Bonds in light of your particular situation;
*
the appropriate tools to analyze a possible investment in the Bonds; and
*
possible economic and interest rate scenarios and other factors that may affect your investment in the Bonds.

_______________________________

Merrill Lynch & Co.
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You should not purchase the Bonds unless you understand, can evaluate and are able to bear all risks of an investment in the Bonds. These risks include the risks that the Bonds may not be readily saleable, that the value of the Bonds will fluctuate over time, and that such fluctuations may be significant and could result in significant losses to you. These risks are especially important to understand if circumstances arise that will not permit you to hold the Bonds until the Maturity Date. If you sell a Bond prior to the Maturity Date, you may receive sales proceeds (less applicable transaction costs) that are less than the amount you originally invested.

Our ability to redeem the Bonds before the Maturity Date is likely to affect the market value of the Bonds. During any period when we may elect to redeem the Bonds, the Bonds' market value generally will not rise substantially above the price at which we may redeem the Bonds because of the increased likelihood of redemption. This also may be true prior to any redemption period.

We may be expected to redeem the Bonds when our cost of borrowing is lower than the interest rate on the Bonds. Because we are most likely to redeem the Bonds when interest rates have fallen, principal is likely to be returned to you upon redemption at a time when prevailing interest rates are lower. Therefore, you generally would not be able to reinvest redemption proceeds at an effective interest rate as high as the interest rate on the Bonds, and your reinvestment might be at a significantly lower rate. You should consider the related reinvestment risk in light of other investments available to you at that time.

If you are considering purchasing Bonds at a premium (or a discount), you should consider the risk that a redemption relatively early (or late) following issuance of the Bonds could result in an actual yield that is lower than your anticipated yield.

If we redeem a portion of the Bonds, the market for the Bonds remaining outstanding may not be very liquid.

We will have a discretionary right to limit the aggregate principal amount of Bonds subject to that Survivor's Option that may be exercised in any calendar year. We also will have the discretionary right to limit the aggregate principal amount of Bonds subject to the Survivor's Option that may be exercised in any calendar year on behalf of any individual deceased beneficial owner of Bonds. Accordingly, we cannot assure you that exercise of a Survivor's Option for the desired amount will be permitted in any single calendar year. Furthermore, a Survivor's Option may not be exercised until at least twelve months following the issue date of the Bond.

You should consult your own financial and legal advisors about the suitability of your investing in the Bonds in light of your particular situation (for example, if you need to receive the principal amount on the Maturity Date or need to receive fixed interest payments until the Maturity Date, the Bonds may not be an appropriate investment for you because of the Bonds' redemption feature).

CUSIP Number: 3135A1KS5

Certain Securities Terms

1. Title: 5.80% Bonds Due August 06, 2038

2. Aggregate Original Principal Amount: $932,000.00 

3. Issue Date: August 08, 2008

4. Maturity Date: August 06, 2038

5. Subject to Redemption by Fannie Mae Prior to Maturity Date
__ No
Yes; in whole or in part, at our option, at any time (and from time to time) on or after August 06, 2009 at a redemption price of 100% of the principal amount redeemed, plus accrued interest thereon to the date of redemption.

6. Survivor's Option:
__ No
Yes; additional details about the Survivor's Option are set forth in Annex A to the Supplement, and the form to be used to exercise the Survivor's Option is attached as Annex B to the Supplement.

7. Interest

a. Frequency of Interest Payments: semiannually

b. Interest Payment Dates: the 6th day of each February and August 

c. First Interest Payment Date: February 06, 2009

d. Interest rate per annum: 5.80%

Offering

1. Pricing Date: July 31, 2008

2. Fixed Offering Price:

100.00 % of principal amount, plus accrued interest, if any, from the Settlement Date

3. Dealer Purchase Price: 97.75% of principal amount

a. Concession: 2.1875%

b. Reallowance: 2.0625%

c. Proceeds to Fannie Mae: $911,030.00 

Settlement

1. Settlement Date:  August 08, 2008

2. Settlement Basis:  delivery versus payment

3. Settlement Clearing System: DTC

4. Form:  Global Book-Entry Securities


 
 
 

RECENT DEVELOPMENTS

On July 25, 2008, Standard & Poor’s Ratings Services (“S&P”) announced that our “Risk-to-the-Government” rating of “A+” with a negative outlook, preferred stock rating of “AA-” with a negative outlook, and subordinated debt rating of “AA-” with a negative outlook were all under review for a possible downgrade.   S&P also affirmed the “AAA/A-1+” rating on our senior unsecured debt with a stable outlook.

On July 15, 2008, Moody’s Investors Service (“Moody’s”) downgraded our Bank Financial Strength Rating from “B” to “B-”.  Moody’s also downgraded our preferred stock one notch to “A1” from “Aa3”.  Moody’s placed our Bank Financial Strength Rating of “B-” and preferred stock rating of “A1” under review for possible downgrades.  Moody’s 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, the President signed the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”) into law.  The Reform Act establishes the Federal Housing Finance Agency (“FHFA”) as our new safety, soundness and mission regulator, replacing OFHEO’s and HUD’s authorities in those areas.  In general, the Reform Act strengthens our existing safety and soundness oversight, providing FHFA with safety and soundness authority that is comparable to and in a number of areas 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 Reform Act also increases the financial and administrative cost of our affordable housing mission.

In addition, the Reform Act provides the Secretary of the Treasury with temporary authority to purchase our obligations and other securities, on terms that Treasury may determine, subject to our agreement.