Pricing Supplement Dated January 23, 2004 (Revised March 08, 2004) (To Offering Circular dated January 23, 2003) 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 January 23, 2003 (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: Variable Rate Notes Due February 09, 2007 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: $200,000,000.00  5. Issue Date: February 10, 2004 6. Maturity Date: February 09, 2007 Amount Payable on the Maturity Date: 100.00% of principal amount 7. Subject to Redemption Prior to Maturity Date X  No __ Yes 8. Interest Category: Variable Rate Securities 9. Interest a. Frequency of Interest Payments: quarterly b. Interest Payment Dates: the 10th day of each February, May, August and November  c. First Interest Payment Date: May 10, 2004 d. Interest Rate Determination: (1) Interest Rate Formula (as more fully described below): CMT Rate (Daily) minus 0.65% (2) Index: CMT Rate (Daily) (as described in Appendix A of this Pricing Supplement) (3) Spread: minus 0.65% (4) Multiplier: N/A (5) Initial Interest Rate: N/A (6) Reset Frequency: monthly (7) Reset Dates: 10th day of each month (8) First Reset Date: February 10, 2004 (9) Determination Dates (if other than as described for the applicable index in the Offering Circular): N/A (10) Maximum interest rate limitation: 2.50% per annum from and including February 10, 2004 to but excluding February 10, 2005 3.15% per annum from and including February 10, 2005 to but excluding February 10, 2006 4.15% per annum from and including February 10, 2006 to but excluding February 09, 2007 (11) Minimum interest rate limitation: 0.00% per annum (12) Accrual method (i.e., day count convention): 30/360 (13) Initial Calculation Agent: Fannie Mae Additional Information Relating to the Notes 1. Identification Number(s) a. CUSIP: 3136F45B6 b. ISIN: N/A c. Common Code: N/A 2. Listing Application X No __ Yes 3. Eligibility for Stripping on the Issue Date X No __ Yes ___ Minimum Principal Amount: _____________ Offering 1. Pricing Date: January 23, 2004 2. Method of Distribution:  X Principal __ Non-underwritten 3. Dealer: Bear, Stearns & Co. Inc. 4. Offering Price: X  Fixed Offering Price: 100.00% of principal amount, plus accrued interest, if any, from the Settlement Date __ Variable Price Offering 5. Dealer Purchase Price: 99.85% of principal amount a. Concession: N/A b. Reallowance: N/A 6. Proceeds to Fannie Mae: $199,700,000.00  Settlement 1. Settlement Date:  February 10, 2004 2. Settlement Basis:  delivery versus payment 3. Settlement Clearing System: U.S. Federal Reserve Banks United States Taxation We have engaged Dewey Ballantine LLP as special tax counsel to review the discussion in the Offering Circular under the heading "United States Taxation." They have given us their written legal opinion that the discussion correctly describes the principal aspects of the United States federal tax treatment of investors who purchase the Notes described in the Offering Circular. The discussion in the Offering Circular is a general discussion that may not apply to your particular circumstances.

Appendix A
 

To Pricing Supplement Dated January 23, 2004
Issue: $200,000,000 Variable Rate Notes Due February 09, 2007
 

CMT Rate (Daily)
 

The "CMT Rate (Daily)'' means, with respect to any Reset Date:

(1) the percentage equal to the yield on 2-year United States Treasury securities at "constant maturity'' as published in H.15 (519) (as defined below) opposite the heading "U.S. government securities-Treasury Constant Maturities, 2-year,'' as the yield is displayed on Telerate Page 7051 (as defined below) for the applicable CMT (Daily) Determination Date (as defined below).

(2) if the rate referred to in clause 1 does not appear on Telerate Page 7051, the percentage equal to the yield on 2-year United States Treasury securities at "constant maturity'' as published in H.15 (519) (as defined below opposite the heading "U.S. government securities-Treasury Constant Maturities, 2-year” for the applicable CMT Daily) Determination Date.

(3) if the rate referred to in clause 2 does not appear in H.15.(519),  the CMT Rate (Daily) will be such 2-year United States Treasury constant maturity rate (or other 2-year United States Treasury rate) for such CMT (Daily) Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly published in H.15(519).

(4) if the CMT Rate (Daily) as described in clause (3) is not published on the applicable CMT (Daily) Determination Date, the CMT Rate (Daily) will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m. (New York City time) on such CMT (Daily) Determination Date of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent (from five such dealers and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for direct noncallable fixed rate obligations of the United States ("Treasury Notes'') most recently issued with an original maturity of approximately two years and a remaining term to maturity of not less than one year. If three or four (and not five) of such dealers are quoting as described in this clause (4), then the CMT Rate (Daily) will be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations will be eliminated.

(5) if fewer than three dealers selected by the Calculation Agent are quoting as described in clause (4), the CMT Rate (Daily) will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m. (New York City time) on the applicable CMT Daily) Determination Date of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent (from five such dealers and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for Treasury Notes with an original maturity of approximately ten years and a remaining term to maturity closest to two years. If three or four (and not five) of such dealers are quoting as described in this clause (5), then the CMT Rate (Daily) will be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations will be eliminated.

(6) if fewer than three dealers selected by the Calculation Agent are quoting as described in clause (5), the CMT Rate (Daily) will be the CMT Rate (Daily) determined on the immediately preceding CMT (Daily) Determination Date.

In the case of clause (4), if two Treasury Notes with an original maturity of approximately ten years have remaining terms to maturity equally close to two years, the quotes for the Treasury Note with the shorter remaining term to maturity will be used.

CMT Rate (Daily) Definitions

“Telerate Page 7051” means the display designated as “Page 7051” on Moneyline Telerate, or any other page as may replace page 7051 on that service.

"H.15(519)'' means the official weekly statistical release designated as the H.15(519), as published by the Board of Governors of the Federal Reserve System (the ""Federal Reserve Board'').  We understand that the Federal Reserve Board's method of official publication is by hard copy release, although the Federal Reserve Board does provide unofficial rates through its World Wide Web site and possibly other means.

"CMT (Daily) Determination Date'' means the second Business Day preceding the applicable Reset Date.