$945,076,000 FANNIE MAE Recombinable Notes ("RCR Notes") and may be exchanged for "Exchangeable Notes,"

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  • SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2016

    PROSPECTUS FannieMae®

    $945,076,000 FANNIE MAE

    CONNECTICUT AVENUE SECURITIES, Series 2016-C01 Notes Due August 2028

    Offered Notes: The Classes of Notes shown below. The Class 1M-2 and Class 2M-2 Notes are Related Combinable and Recombinable Notes ("RCR Notes") and may be exchanged for "Exchangeable Notes," and vice versa, in the combinations set forth on Schedule I. Schedule I also sets forth further combinations of other Classes of RCR Notes and Exchangeable Notes. The Offered Notes, the Exchangeable Notes and the other RCR Notes are referred to as the "Notes".

    Offering Terms: The dealers (each, a "Dealer") named below are offering the Offered Notes Closing Date: On or about February 18, 2016

    Note Classes Group

    Original Principal Balance

    Class Coupon

    CUSIP Number Maturity Date

    Expected Ratings (Moody's/Kroll)

    Price to Investors

    Dealer Discounts

    Proceeds to Seller

    1M-1 ........ 1 $207,571,000 (1) 30711XBJ2 August 2028 Baa3(sf)/BBB(sf) % 0.25% % 1M-2 ........ 1 $333,918,000 (1) 30711XBM5 August 2028 Ba3(sf)/BB-(sf) % 0.50% % 1B............. 1 $94,998,000 (1) 30711XBQ6 August 2028 N/A % 0.50% % 2M-1 ........ 2 $113,150,000 (1) 30711XBR4 August 2028 Baa3(sf)/BBB-(sf) % 0.25% % 2M-2 ........ 2 $195,439,000 (1) 30711XBU7 August 2028 B1(sf)/B+(sf) % 0.50% % 2B*........... 2 $0* N/A (1) See "Summary of Terms — Interest" herein. * Special Note Regarding Class 2B Notes: Notwithstanding anything in this Prospectus to the contrary, (a) the Class 2B Notes will not be issued on the Closing Date and (b) each reference in this Prospectus to the Class 2B Notes, the Class 2B Reference Tranche and/or Class 2B-H Reference Tranche with regard to (i) the subordination available to the other Group 2 Classes and (ii) the allocations of Senior Reduction Amounts, Subordinate Reduction Amounts, Tranche Write-Down Amounts, Tranche Write-up Amounts and Modification Loss Amounts is instead deemed to refer to the Class 2B-H Reference Tranche only. All other references in this Prospectus to the Class 2B Notes, including in the discussion of taxation of the Notes, are to be disregarded.

    You should read this Prospectus together with all documents that are incorporated by reference in this Prospectus. See "Additional Information" herein. Each recipient of this Prospectus is deemed to agree that under no circumstance will the information contained herein be used by it to derive information about any particular individual in violation of applicable privacy laws and regulations.

    The Connecticut Avenue Securities, Series 2016-C01 Notes are complex financial instruments and may not be suitable investments for you. You should consider carefully the risk factors described beginning on page 36 of this Prospectus, on page 48 of our Annual Report on Form 10-K for the year ended December 31, 2014 and on page 152 of our Quarterly Report on Form 10-Q for the period ended September 30, 2015. You should not purchase Notes unless you understand and are able to bear these and any other applicable risks. You should purchase Notes only if you understand the information contained in this Prospectus and the documents that we incorporate by reference in this Prospectus.

    Because of applicable U.S. securities law exemptions, we have not registered the Notes with any U.S. federal or state securities commission. No U.S. securities commission has reviewed this Prospectus.

    Subject to limited exceptions in connection with the initial sale of the Notes, the Notes may be sold only to "Qualified Institutional Buyers" and upon satisfaction of certain conditions as further described in this Prospectus. See "Distribution Arrangements — Selling Restrictions" at page 198 of this Prospectus. Prospective investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

    The Notes are obligations (or interests in obligations) of Fannie Mae only. The RCR Notes represent interests in the related Exchangeable Notes. The Notes have the same priority as all of Fannie Mae's other unsecured and unsubordinated debt. The Notes, including any interest or return of discount on the Notes, are not guaranteed by, and are not debts or obligations of, the United States or any agency or instrumentality of the United States other than Fannie Mae.

    This Prospectus may only be used for the purposes for which it has been published. The Index of Definitions beginning on page 203 of this Prospectus shows where definitions of certain defined terms appear

    in this Prospectus.

    The Notes are expected to be made eligible for trading in book-entry form through the Same-Day Funds Settlement System of The Depository Trust Company ("DTC"), which may include delivery through Clearstream Banking, société anonyme and the Euroclear System, against payment therefor in immediately available funds.

    J.P. Morgan Citigroup Lead Manager and Joint Bookrunner Co-Lead Manager and Joint Bookrunner

    Barclays Capital BofA Merrill Lynch Credit Suisse Wells Fargo Securities

    Co-Manager Co-Manager Co-Manager Co-Manager

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  • SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2016

    PROSPECTUS FannieMae®

    CastleOak Securities, L.P. Loop Capital Markets LLC Selling Group Member Selling Group Member

    February ____, 2016

  • ii

    THE NOTES HAVE NOT BEEN REGISTERED WITH, OR RECOMMENDED BY, ANY FEDERAL, STATE OR NON-U.S. SECURITIES COMMISSION, SECURITIES REGULATORY AUTHORITY OR INSURANCE OR OTHER REGULATORY BODY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS DOCUMENT NOR CONFIRMED OR DETERMINED THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    AS DESCRIBED IN THIS PROSPECTUS, THE NOTES ARE LINKED TO THE CREDIT AND PRINCIPAL PAYMENT RISK OF CERTAIN RESIDENTIAL MORTGAGE LOANS BUT ARE NOT BACKED OR SECURED BY SUCH MORTGAGE LOANS. THE OCCURRENCE OF CERTAIN CREDIT EVENTS OR MODIFICATION EVENTS ON THESE MORTGAGE LOANS, AS DESCRIBED IN THIS PROSPECTUS, WILL RESULT IN WRITE-DOWNS OF THE CLASS PRINCIPAL BALANCES OF THE NOTES TO THE EXTENT LOSSES ARE REALIZED ON SUCH MORTGAGE LOANS AS A RESULT OF THESE EVENTS. IN ADDITION, THE INTEREST ENTITLEMENT OF THE NOTES WILL BE SUBJECT TO REDUCTION BASED ON THE OCCURRENCE OF MODIFICATION EVENTS ON THESE MORTGAGE LOANS TO THE EXTENT LOSSES ARE REALIZED WITH RESPECT THERETO, AS FURTHER DESCRIBED HEREIN UNDER "DESCRIPTION OF THE NOTES—HYPOTHETICAL STRUCTURE AND CALCULATIONS WITH RESPECT TO THE REFERENCE TRANCHES—ALLOCATION OF MODIFICATION LOSS AMOUNT." INTEREST AND PRINCIPAL PAYABLE ON THE NOTES WILL BE SOLELY THE UNSECURED OBLIGATION OF FANNIE MAE.

    THIS PROSPECTUS CONTAINS SUBSTANTIAL INFORMATION ABOUT THE NOTES AND THE OBLIGATIONS OF THE ISSUER AND THE GLOBAL AGENT WITH RESPECT TO THE NOTES. POTENTIAL INVESTORS ARE URGED TO REVIEW THIS PROSPECTUS IN ITS ENTIRETY.

    PROSPECTIVE PURCHASERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PROSPECTUS OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM FANNIE MAE, THE GLOBAL AGENT, THE EXCHANGE AGENT OR A DEALER OR ANY OF THEIR OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL, ACCOUNTING OR TAX ADVICE. PRIOR TO INVESTING IN THE NOTES A PROSPECTIVE PURCHASER SHOULD CONSULT WITH ITS ATTORNEY AND ITS INVESTMENT, ACCOUNTING, REGULATORY AND TAX ADVISORS TO DETERMINE THE CONSEQUENCES OF AN INVESTMENT IN THE NOTES AND ARRIVE AT AN INDEPENDENT EVALUATION OF SUCH INVESTMENT, INCLUDING THE RISKS RELATED THERETO.

    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE NOTES. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE NOTES, IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR OTHER JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS OR THE EARLIER DATES REFERENCED HEREIN.

    SUBJECT TO LIMITED EXCEPTIONS IN CONNECTION WITH THE INITIAL SALE OF THE NOTES, THE NOTES MAY BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS SUCH TERM IS DEFINED IN THIS PROSPECTUS) AND UPON SATISFACTION OF CERTAIN PRO