| Supplement dated May 23, 2012 |
| To Pricing Supplement dated May 22, 2012 |
| (To Offering Circular dated May 09, 2012) |
Universal Debt Facility
This Supplement supplements the Pricing
Supplement dated May 22, 2012, and relates to the Debt Securities described
below (the "Notes"). You should read it together with the Offering Circular
dated May 09, 2012 (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 offered by this Supplement,
when issued, will form a single issue with the $100,000,000.00 aggregate
principal amount of such Notes (the "Outstanding Notes") that we issued
in one or more prior transactions. With the exception of the terms set
forth below, the Notes will have the terms set forth in the Pricing Supplement
dated May 22, 2012, a copy of which is attached.
The Notes, 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.
| 1. |
|
Title: 1.20% Notes Due May 30, 2017 |
| 2. |
|
Aggregate Principal Amount: $50,000,000.00 ($150,000,000.00
aggregate principal amount outstanding when combined with the Outstanding
Notes) |
| 3. |
|
Issue Date: May 30, 2012 |
| 1. |
|
Pricing Date: |
|
May 23, 2012 |
| 2. |
|
Method of Distribution: |
|
X Principal |
|
__ Non-underwritten |
| 3. |
|
The following dealers have agreed, jointly and severally,
to purchase all of the Notes: |
| Morgan Keegan & Co., Inc. |
| Vining-Sparks IBG, Limited Partnership |
|
a. |
|
Representative(s): |
|
Morgan Keegan & Co., Inc. |
|
b. |
|
Stabilizing Manager: |
|
Morgan Keegan & Co., Inc. |
|
X |
|
Fixed Offering Price: 100.00% of principal amount,
plus accrued interest, if any, from May 30, 2012 |
|
__ |
|
Variable Price Offering |
| 5. |
|
Dealer Purchase Price: 99.86% of principal amount,
plus accrued interest, if any, from May 30, 2012 |
| 6. |
|
Proceeds to Fannie Mae: |
|
$49,930,000.00 |
| 1. |
|
Settlement Date: |
|
May 30, 2012 |
|