Pricing Supplement Dated July 23, 2003
(To Offering Circular dated January 23, 2003)

Benchmark Notes®

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: 3.25% Notes Due August 15, 2008

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: $4,000,000,000.00 

5. Issue Date: July 25, 2003

6. Maturity Date: August 15, 2008

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 February and August 

c. First Interest Payment Date: August 15, 2003

d. Interest rate per annum: 3.25%

 

Additional Information Relating to the Notes

1. Identification Number(s)

a. CUSIP: 31359MSQ7

b. ISIN: US31359MSQ77

c. Common Code: 17365162

2. Listing Application
__No
Yes:  Luxembourg Stock Exchange

3. Eligibility for Stripping on the Issue Date
__ No
X Yes
X Minimum Principal Amount: $ 800,000.00 

Offering

1. Pricing Date: July 23, 2003

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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3. Dealers Underwriting Commitment

Bear, Stearns & Co. Inc. $ 1,121,000,000 
Morgan Stanley & Co. Incorporated 1,193,000,000 
UBS Securities LLC 1,121,000,000 
Credit Suisse First Boston LLC 55,000,000 
Deutsche Bank Securities Inc. 55,000,000 
First Tennessee Bank National Association 70,000,000 
Goldman, Sachs & Co. 55,000,000 
HSBC Securities (USA) Inc. 55,000,000 
J.P. Morgan Securities Inc. 55,000,000 
Lehman Brothers Inc. 55,000,000 
Merrill Lynch, Pierce, Fenner & Smith Incorporated 55,000,000 
Citigroup Global Markets Inc. 55,000,000 
The Williams Capital Group, L.P. 55,000,000 

Total $ 4,000,000,000 

a. Representative(s): Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC

b. Stabilizing Manager: Bear, Stearns & Co. Inc.

4. Offering Price:
Fixed Offering Price: 99.867% of principal amount, plus accrued interest, if any, from the Settlement Date
__ Variable Price Offering

5. Dealer Purchase Price: 99.767% of principal amount

a. Concession: 0.08%

b. Reallowance: N/A

6.  Supplemental Plan of Distribution:  See Annex 1
 

Settlement

1. Settlement Date:  July 25, 2003

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.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

ANNEX 1
TO PRICING SUPPLEMENT DATED JULY 23, 2003
RELATING TO: 3.25% Notes Due August 15, 2008
 
 

SUPPLEMENTAL PLAN OF DISTRIBUTION

We will sell $4,000,000,000 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 $1,000,000,000 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, Moneyline Telerate 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.