Pricing Supplement Dated October 18, 2011
(To Offering Circular dated April 08, 2011)

Benchmark Notes®

This Pricing Supplement relates to the Debt Securities described below (the "Notes"). You should read it together with the Offering Circular dated April 08, 2011 (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: 1.375% Notes Due November 15, 2016

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: $3,000,000,000.00 

5. Issue Date: October 20, 2011

6. Maturity Date: November 15, 2016

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

7. Subject to Redemption Prior to Maturity Date
No
__ Yes

8. Interest Category: Fixed Rate Securities

______________ 
"Benchmark Notes" is a registered trademark of Fannie Mae. 
 
 
 
 
9. Interest

a. Frequency of Interest Payments: semiannually

b. Interest Payment Dates: the 15th day of each May and November 

c. First Interest Payment Date: November 15, 2011

d. Interest rate per annum: 1.375%

10. Authorization Denominations (if other than minimum denominations of U.S. $1,000 and additional 
      increments of U.S. $1,000) 

        a.     Minimum Denominations: U.S. $2,000.00

        b.     Additional Increments: U.S. $1,000.00

Additional Information Relating to the Notes

1. Identification Number(s)

a. CUSIP: 3135G0ES8

b. ISIN: US3135G0ES80

c. Common Code: 069728430 

2. Listing Application
__No
Yes: Application will be made to list the Notes on the EuroMTF market of the Luxembourg Stock Exchange

3. Eligibility for Stripping on the Issue Date
__No
Yes
Minimum Principal Amount: $1,600,000.00

Offering

1. Pricing Date: October 18, 2011

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

 
 
 
 
 
 
 

3. Dealers Underwriting Commitment

Barclays Capital Inc. $ 892,000,000 
Deutsche Bank Securities Inc. 892,000,000 
J.P. Morgan Securities LLC 891,000,000 
Credit Suisse Securities (USA) LLC 60,000,000 
First Tennessee Bank National Association 75,000,000 
Loop Capital Markets, LLC 75,000,000 
MFR Securites, Inc. 75,000,000 
UBS Securities LLC 40,000,000 

Total $ 3,000,000,000 

a. Representative(s): Barclays Capital Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC

b. Stabilizing Manager: Deutsche Bank Securities Inc.

4. Offering Price:
Fixed Offering Price: 99.776% of principal amount, plus accrued interest, if any, from the Settlement Date
__ Variable Price Offering

5. Dealer Purchase Price: 99.676% of principal amount

a. Concession: N/A

b. Reallowance: N/A

6.  Supplemental Plan of Distribution:  See Annex 1

Settlement

1. Settlement Date:  October 20, 2011

2. Settlement Basis:  delivery versus payment

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

RECENT DEVELOPMENTS

Ratings Matters

Standard and Poor’s Ratings Services

On August 8, 2011, Standard and Poor’s Ratings Services (“Standard & Poor’s”) announced that they had downgraded Fannie Mae senior unsecured long term debt from “AAA” to “AA+” with a negative outlook.  This announcement followed a similar action by Standard & Poor’s taken on August 5, 2011 on the United States sovereign long term debt rating.  Standard & Poor’s also announced that Fannie Mae’s debt ratings were no longer on CreditWatch Negative, and that the ratings on Fannie Mae short-term debt and subordinated debt remain unchanged at “A-1+” and “A”, respectively.

The action taken by Standard & Poor’s with respect to Fannie Mae’s ratings was announced at the same time as similar ratings actions on other institutions with ties to the United States Government, including Freddie Mac, select Federal Home Loan Banks, and the Farm Credit System.

Moody’s Investors Service

On August 2, 2011, Moody’s Investors Service (“Moody’s”) confirmed the Aaa rating of institutions directly linked to the United States Government, including Fannie Mae.  Moody’s also announced that the rating outlook for Fannie Mae and other institutions directly linked to the United States Government was being revised to negative, following a similar revision on the outlook of the United States Government.

Fitch Ratings Limited

On August 16, 2011, Fitch Ratings Limited (“Fitch”) affirmed the long-term issuer default rating and senior unsecured debt rating of Fannie Mae at ‘AAA’, with a Ratings Outlook of Stable, following a similar affirmation of the United States sovereign rating.  Fitch has previously indicated that the ratings of Fannie Mae and other issuers with ties to the United States Government would ultimately be aligned with the United States sovereign rating assigned by Fitch.

For additional information on the impacts of a credit rating downgrade on Fannie Mae and its securities, please refer to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, including the Risk Factors set forth therein.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

ANNEX 1
 

TO PRICING SUPPLEMENT DATED October 18, 2011
RELATING TO: 1.375% Notes Due November 15, 2016
 
 

SUPPLEMENTAL PLAN OF DISTRIBUTION

We will sell $3,000,000,000 principal amount of the Notes to the Dealers listed under “Offering” in this Pricing Supplement at the Dealer Purchase Price specified in this Pricing Supplement. In addition, to facilitate secondary market transactions, from time to time we may sell up to $750,000,000 principal amount of the Notes (the “Additional Notes”) in connection with agreements by Fannie Mae to repurchase the Additional Notes. The Additional Notes will be held in an account at the Federal Reserve Bank of New York. It is expected that the Additional Notes will be available for sale to approved dealers through a multiple price auction process. We expect that the results of each auction will be posted as soon as possible following the completion of each auction on Bloomberg and Reuters. We may discontinue sales of Additional Notes at any time without notice.

This Pricing Supplement may also be used in connection with the issuance by Fannie Mae of any Additional Notes.