Company Name: Federal Agricultural Mortgage Corp.
Public Availability Date: April 18, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

April 18, 2005

By Hand

U.S. Securities and Exchange Commission
Division of Corporation Finance; Stop 0402
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Martin P. Dunn

Deputy Director

Farmer Mac - Second Request for Reconsideration Regarding Shareholder Proposal of Mr. John Capozzi Relating to Report on Ownership of Farmer Mac Class A Shares

Dear Mr. Dunn:

We are writing on behalf of our client, the Federal Agricultural Mortgage Corporation ("Farmer Mac" or the "Company") to request reconsideration of the conclusion of the staff of the Division of Corporation Finance (the "Staff"), set forth in a letter dated April 12, 2005, that the Staff is unable to reconsider its position that Farmer Mac may not exclude from its proxy materials for its 2005 annual meeting of shareholders (the "2005 Proxy Materials") a shareholder proposal (the "Proposal") submitted by Mr. John Capozzi (the "Proponent"). Copies of our letters to the Staff dated January 26, 2005, February 22, 2005 and April 5, 2005, the text of the Proposal and the Staff's responses dated March 17, 2005 and April 12, 2005 are attached hereto as Exhibit A.

Farmer Mac anticipates filing its definitive 2005 Proxy Materials with the Commission on or about April 28, 2005, accordingly, the Staff's prompt review of this matter would be greatly appreciated. In accordance with Rule 14a-8(j)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed are six copies of this letter and its exhibits. A copy of this letter and its exhibits is being forwarded to the Proponent.

Request for Reconsideration

The Proposal requires that Farmer Mac investigate the ownership of its Class A shares and report to its shareholders the number of shareholders and amount of shares owned that do not qualify for ownership for the purpose of considering adopting safeguards that will prevent its Class A shares from being sold to unqualified individuals. A copy of the Proposal is attached hereto as part of Exhibit A. Our letters dated January 26, 2005, February 22, 2005 and April 5, 2005 requested the Staff's concurrence that the Proposal could be omitted from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b). We are requesting reconsideration of the Staff's conclusion that the Proposal may not be excluded from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b) and its conclusion not to reconsider this position.

Grounds for Exclusion

Farmer Mac has three classes of common stock outstanding: Class A voting common stock, Class B voting common stock and Class C non-voting common stock. The Proponent indicated that he is a shareholder of 200 shares of Class A voting common stock and 200 shares of Class C non-voting common stock.

Section 2279aa-4(a)(1) of the Agricultural Credit Act of 1987 (12 U.S.C. 2279aa et seq.) (the "Agricultural Credit Act" or the "Act"), Farmer Mac's federal charter, provides that Farmer Mac's Class A voting common stock "may be held only by entities that are not Farm Credit System institutions and that are entitled to vote for directors specified in section 2279aa-2(b)(2)(A) [of the Act], including national banking associations (which shall be allowed to purchase and hold such stock)." Section 2279aa-2(b)(2)(A) specifies the eligible entities as insurance companies, banks or other financial institutions or entities. The Proponent does not fall into any of these categories and therefore, under the Act, is not as a matter of law eligible to own Farmer Mac's Class A voting common stock. The express restrictions in Farmer Mac's federal charter on the eligible holders of Class A voting common stock do not entitle the Proponent, as an ineligible holder of Class A voting common stock, to vote on matters related to the Class A voting common stock.

As we stated in our letter dated April 5, 2005, ownership of voting common stock has certain fundamental characteristics including the right to vote on matters coming before the shareholders, as limited by a company's charter. See MODEL BUS. CORP. ACT 6.01 (1999). The United States Supreme Court identified the characteristics usually associated with common stock as "...(iv) the conferring of voting rights in proportion to the number of shares owned." United Housing Found, Inc. v. Forman, 421 U.S. 837 (1975). "A common shareholder is normally entitled to four basic rights of ownership: ...(2) proportionate voting power in the election of directors and other business conducted at shareholder meetings ... except when overruled by the articles of incorporation..." BARRON'S DICTIONARY OF FINANCE AND INVESTMENT TERMS 638 (6\th/ ed. 2003). Accordingly, if a person has the legal right to own a share of stock, such holder is entitled to all of the legal rights of ownership, including the right to vote described above. Here, the federal charter of Farmer Mac expressly states who is legally entitled to own Farmer Mac's Class A voting common stock. Any person or entity that does not meet the criteria provided in Farmer Mac's federal charter is ineligible to legally own shares of Farmer Mac's Class A voting common stock and is ineligible to legally vote shares of Farmer Mac's Class A voting common stock. Voting is a right conferred only upon a person or entity who is legally entitled to own shares under a company's charter. Although the Proponent in fact beneficially owns shares of Farmer Mac's Class A voting common stock, the Proponent is not legally entitled to own such shares under the Company's charter. Consequently, the Proponent is not legally entitled to vote the shares, the Proponent does not meet the eligibility requirements of Rule 14a-8(b)(1) and is not legally entitled to submit a shareholder proposal. This interpretation has long been upheld by the Commission and the Staff. See E.W. Scripps Company (Dec. 20, 2004) 2004 SEC No-Act. LEXIS 885; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 201; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 174; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 112; Media General, Inc. (Mar. 5, 2003) 2003 SEC No-Act. LEXIS 288; E.W. Scripps Company (Feb. 18, 2003) 2003 SEC No-Act. LEXIS 236; Media General, Inc. (Mar. 20, 2002) 2002 SEC No-Act. LEXIS 419; Washington Post Company (Nov. 28, 2000) 2000 SEC No-Act. LEXIS 967. Additionally, the Staff reaffirmed this proposition in Staff Legal Bulletin No. 14(CF) (July 13, 2001). See also Broc Romanek and Beth M. Young, Eligibility to Submit a Proposal, at http://www.shareholderproposals.com/ Chapter07.html.

In our opinion, the Proponent, a Farmer Mac Class A shareholder who is not legally entitled under Farmer Mac's federal charter to hold Farmer Mac's Class A voting common stock, should not enjoy any benefit of Rule 14a-8. Any other interpretation would be contrary not only to Rule 14a-8 but to the specific provisions of Farmer Mac's federal charter governing restrictions on share ownership.

Conclusion

For the foregoing reasons, we believe that the Staff's conclusion that the Proposal may not be excluded from Farmer Mac's 2005 Proxy Materials and refusal to reconsider such position is inconsistent with prior no-action letters and would establish an inappropriate precedent by allowing shareholders who are not legally entitled to hold shares to advocate actions that they have no legal right to vote upon. We respectfully request the Staff to reconsider its conclusion and conclude that the Proposal may be properly excluded from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b).

If you have any questions or comments with respect to the foregoing, please contact the undersigned at (202) 508-8025 or Julie Fisher at (202) 508-8182. Thank you for your prompt attention to this matter.

Very truly yours,

/s/

Abigail Arms

Enclosures:

Exhibit A: Letters submitted to the U.S. Securities and Exchange Commission Office of Chief Counsel on January 26, 2005, February 22, 2005 and April 5, 2005; Shareholder proposal submitted by Mr. John Capozzi, received by Farmer Mac on December 17, 2004; Response Letter of Jonathan A. Ingram, Deputy Chief Counsel of the Division of Corporation Finance dated March 17, 2005 and Response Letter of Martin P. Dunn, Deputy Director of the Division of Corporation Finance dated April 12, 2005.

cc: Jerome G. Oslick, Esq.
Federal Agricultural Mortgage Corporation
Ronald L. Vavruska Jr., Esq./John Capozzi
Paul Strauss & Associates, P.C.
Jonathan A. Ingram, Deputy Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission

April 12, 2005

RE: Opposition to Farmer Mac's Request for Reconsideration of its denial of No-Action Relief in Excluding Shareholder John Capozzi's Shareholder Proposal from its 2005 Proxy Materials

Mr. Mattin P. Dunn
United States Securities and Exchange Commission
Division of Corporate Finance, Mail Stop 0402
450 5th St., NW
Washington, DC 20459

Dear Mr. Dunn,

On behalf of John Capozzi, a shareholder of the Federal Agricultural Mortgage Corporation ("Farmer Mac") please accept this letter as a response to the Farmer Mac's request for reconsideration of staff's denial of its request for no-action relief proposing exclusion of Mr. Capozzi's shareholder proposal.

Farmer Mac's most recent request for reconsideration gives no new basis for reconsidering the Commission Staff's previous position on this issue and should be denied. Once again, Farmer Mac's basis for wishing to exclude Mr. Capozzi's proposal is that Mr. Capozzi is supposedly unqualified to own the shares he holds. Rule 14a-8 provides that the holder of a sufficient number of shares entitled to be voted on the proposal, held for a sufficient amount of time, may submit a shareholder proposal. There is no question that Mr. Capozzi does in fact own the shares in question and, unlike the shares at issue in the no action letters cited by Farmer Mac in its reconsideration request, these shares are entitled to submit shareholder proposals. See, e.g. E.W. Scripps Co., SEC No-Action Letter, 2004 WL 2952758 (Dec. 20, 2004) (holder of shares not entitled to vote on proposal, not entitled to submit shareholder proposals); E.W. Scripps Co., SEC No-Action Letter, 2004 WL 187653 (Jan. 27, 2004) (same); Media General, Inc., SEC No-Action Letter, 2003 WL 942750 (March 5, 2003) (same). SEC rules do not inquire, as Farmer Mac would have the Commission do, whether that person is entitled to own the shares. It should be noted that Mr. Capozzi did not engage in any subterfuge in obtaining his shares but merely called his broker and placed an order much like many individual shareholders. Farmer Mac should not be able to use its lax controls to deny any shateholder the full benefits of ownership.

For the forgoing reasons, the Commission Staff's previous position should stand and Farmer Mac should include Mr. Capozzi's shareholder proposal in its 2005 proxy materials. Please contact the undersigned if you have any questions or would like to discuss this matter further.

Sincerely,

/s/

Ronald L. Vavruska Jr.

cc: Abigail Arms
Shearman & Sterling

EXHIBIT A

Submitted by John Capozzi, shareholder of 200 Class A shares and 200 Class C shares of Company stock

202-544-0821

Proposal: That Farmer Mac investigate the ownership of its Class A shares and report to its shareholders the numbers of shareholders and amount of shares owned that do not qualify for ownership for the purpose of considering adopting safeguards that will prevent its Class A shares from being sold to unqualified individuals.

Reason: Farmer Mac has not enforced the provisions of the Agricultural Credit Act, its federal charter, which require that the shares of its voting stock only be sold to banks, other financial entities, insurance companies and Farm Credit System institutions. As a result, there are an undetermined number of unqualified Class A shareholders. This lack of control violates the intent of the restriction and runs afoul of the Act. Furthermore, Class A shares being owned by unqualified individuals leads to uncertainty as to who is qualified to bring shareholder proposals. For instance, proponent of the present resolution, an individual, attempted inserting a proposal in last year's shareholder meeting requiring that the company pay a stipend to the District of Columbia in compensation for Farmer Mac's congressional exemption from paying taxes to the District of Columbia. This proposal was rejected by the Company, in part, because the proponent was unqualified to own his Class A shares. Enacting the proposal would enable the company's shareholders to judge whether the presence of non-qualified Class A share owners are of sufficient number as to present an issue for Farmer Mac and whether any safeguards should be implemented to prevent unqualified individuals or entities from owning Class A shares.

April 12, 2005

Abigail Arms
Shearman & Sterling LLP
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2604

Re: Federal Agricultural Mortgage Corporation Incoming letter dated April 5, 2005

Dear Ms. Arms:

This is in response to your letter dated April 5, 2005 concerning the shareholder proposal submitted to Farmer Mac by John Capozzi. On March 17, 2005, we issued our response expressing our informal view that Farmer Mac could not exclude the proposal from its proxy materials for its upcoming annual meeting. You have asked us to reconsider our position.

After reviewing the information contained in your letter, we find no basis to reconsider our position.

Sincerely,

/s/

Martin P. Dunn
Deputy Director

cc: Ronald L. Vavruska Jr.
Paul Strauss & Associates, P.C.
Suite 900South Building
601 Pennsylvania Avenue, N.W.
Washington, DC 20004

May 2, 2005

By Hand

U.S. Securities and Exchange Commission
Division of Corporation Finance; Stop 0402
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Martin P. Dunn

Deputy Director

Farmer MacSupplemental Letter to Second Request for Reconsideration Regarding Shareholder Proposal of Mr. John Capozzi Relating to Farmer Mac Class A Shares

Dear Mr. Dunn:

On April 18, 2005, we submitted a letter on behalf of our client, the Federal Agricultural Mortgage Corporation ("Farmer Mac" or the "Company") requesting reconsideration of the conclusion of the staff of the Division of Corporation Finance (the "Staff"), set forth in a letter dated April 12, 2005, that the Staff is unable to reconsider its position that Farmer Mac may not exclude from its proxy materials for its 2005 annual meeting of shareholders (the "2005 Proxy Materials") a shareholder proposal (the "Proposal") submitted by Mr. John Capozzi (the "Proponent"). Copies of our letters to the Staff dated January 26, 2005, February 22, 2005, April 5, 2005 and April 18, 2005, the text of the Proposal and the Staff's responses dated March 17, 2005 and April 12, 2005 are attached hereto as Exhibit A.

This letter supplementally responds to correspondence from the Proponent to the Staff dated April 20, 2005 regarding our second request for reconsideration (the "Proponent's Response"). After reviewing the Proponent's Response and our submission to the Staff dated April 18, 2005 and talking with the Company, we want to make it clear that it is our opinion that the Proponent does not have the legal right to vote the shares of Farmer Mac Class A voting common stock which he beneficially owns.

In addition, if Farmer Mac has actual knowledge that an ineligible holder of its voting common stock is voting such shares, it will take reasonable steps not to count the votes represented by the shares owned by such ineligible holder.

Based on our prior submissions and our clarification of our opinion, we respectfully request the Staff to reconsider its prior conclusion and conclude that the Proposal may be properly excluded from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b).

In accordance with Rule 14a-8(j)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed are six copies of this letter and its exhibits. A copy of this letter and its exhibits is being forwarded to the Proponent.

If you have any questions or comments with respect to the foregoing, please contact the undersigned at (202) 508-8025 or Julie Fisher at (202) 508-8182. Thank you for your prompt attention to this matter.

Very truly yours,

/s/

Abigail Arms

Enclosures:

Exhibit A: Letters submitted to the U.S. Securities and Exchange Commission Office of Chief Counsel on January 26, 2005, February 22, 2005, April 5, 2005 and April 18, 2005; Shareholder proposal submitted by Mr. John Capozzi, received by Farmer Mac on December 17, 2004; Proponent's Initial Response Letter dated February 9, 2005 and Supplemental Response Letter dated April 20, 2005; Response Letter of Jonathan A. Ingram, Deputy Chief Counsel of the Division of Corporation Finance dated March 17, 2005 and Response Letter of Martin P. Dunn, Deputy Director of the Division of Corporation Finance dated April 12, 2005.

cc: Jerome G. Oslick, Esq.
Federal Agricultural Mortgage Corporation
Ronald L. Vavruska Jr., Esq./John Capozzi
Paul Strauss & Associates, P.C.
Jonathan A. Ingram, Deputy Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission

April 12, 2005

Abigail Arms
Shearman & Sterling LLP
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2604

Re: Federal Agricultural Mortgage Corporation Incoming letter dated April 5, 2005

Dear Ms. Arms:

This is in response to your letter dated April 5, 2005 concerning the shareholder proposal submitted to Farmer Mac by John Capozzi. On March 17, 2005, we issued our response expressing our informal view that Farmer Mac could not exclude the proposal from its proxy materials for its upcoming annual meeting. You have asked us to reconsider our position.

After reviewing the information contained in your letter, we find no basis to reconsider our position.

Sincerely,

/s/

Martin P. Dunn
Deputy Director

cc: Ronald L. Vavruska Jr.
Paul Strauss & Associates, P.C.
Suite 900South Building
601 Pennsylvania Avenue, N.W.
Washington, DC 20004

April 18, 2005

By Hand

U.S. Securities and Exchange Commission
Division of Corporation Finance; Stop 0402
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Martin P. Dunn

Deputy Director

Farmer Mac - Second Request for Reconsideration Regarding Shareholder Proposal of Mr. John Capozzi Relating to Report on Ownership of Farmer Mac Class A Shares

Dear Mr. Dunn:

We are writing on behalf of our client, the Federal Agricultural Mortgage Corporation ("Farmer Mac" or the "Company") to request reconsideration of the conclusion of the staff of the Division of Corporation Finance (the "Staff"), set forth in a letter dated April 12, 2005, that the Staff is unable to reconsider its position that Farmer Mac may not exclude from its proxy materials for its 2005 annual meeting of shareholders (the "2005 Proxy Materials") a shareholder proposal (the "Proposal") submitted by Mr. John Capozzi (the "Proponent"). Copies of our letters to the Staff dated January 26, 2005, February 22, 2005 and April 5, 2005, the text of the Proposal and the Staff's responses dated March 17, 2005 and April 12, 2005 are attached hereto as Exhibit A.

Farmer Mac anticipates filing its definitive 2005 Proxy Materials with the Commission on or about April 28, 2005, accordingly, the Staff's prompt review of this matter would be greatly appreciated. In accordance with Rule 14a-8(j)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed are six copies of this letter and its exhibits. A copy of this letter and its exhibits is being forwarded to the Proponent.

Request for Reconsideration

The Proposal requires that Farmer Mac investigate the ownership of its Class A shares and report to its shareholders the number of shareholders and amount of shares owned that do not qualify for ownership for the purpose of considering adopting safeguards that will prevent its Class A shares from being sold to unqualified individuals. A copy of the Proposal is attached hereto as part of Exhibit A. Our letters dated January 26, 2005, February 22, 2005 and April 5, 2005 requested the Staff's concurrence that the Proposal could be omitted from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b). We are requesting reconsideration of the Staff's conclusion that the Proposal may not be excluded from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b) and its conclusion not to reconsider this position.

Grounds for Exclusion

Farmer Mac has three classes of common stock outstanding: Class A voting common stock, Class B voting common stock and Class C non-voting common stock. The Proponent indicated that he is a shareholder of 200 shares of Class A voting common stock and 200 shares of Class C non-voting common stock.

Section 2279aa-4(a)(1) of the Agricultural Credit Act of 1987 (12 U.S.C. 2279aa et seq.) (the "Agricultural Credit Act" or the "Act"), Farmer Mac's federal charter, provides that Farmer Mac's Class A voting common stock "may be held only by entities that are not Farm Credit System institutions and that are entitled to vote for directors specified in section 2279aa-2(b)(2)(A) [of the Act], including national banking associations (which shall be allowed to purchase and hold such stock)." Section 2279aa-2(b)(2)(A) specifies the eligible entities as insurance companies, banks or other financial institutions or entities. The Proponent does not fall into any of these categories and therefore, under the Act, is not as a matter of law eligible to own Farmer Mac's Class A voting common stock. The express restrictions in Farmer Mac's federal charter on the eligible holders of Class A voting common stock do not entitle the Proponent, as an ineligible holder of Class A voting common stock, to vote on matters related to the Class A voting common stock.

As we stated in our letter dated April 5, 2005, ownership of voting common stock has certain fundamental characteristics including the right to vote on matters coming before the shareholders, as limited by a company's charter. See MODEL BUS. CORP. ACT 6.01 (1999). The United States Supreme Court identified the characteristics usually associated with common stock as "... (iv) the conferring of voting rights in proportion to the number of shares owned." United Housing Found, Inc. v. Forman, 421 U.S. 837 (1975). "A common shareholder is normally entitled to four basic rights of ownership: ... (2) proportionate voting power in the election of directors and other business conducted at shareholder meetings ... except when overruled by the articles of incorporation ..." BARRON'S DICTIONARY OF FINANCE AND INVESTMENT TERMS 638 (6\th/ ed. 2003). Accordingly, if a person has the legal right to own a share of stock, such holder is entitled to all of the legal rights of ownership, including the right to vote described above. Here, the federal charter of Farmer Mac expressly states who is legally entitled to own Farmer Mac's Class A voting common stock. Any person or entity that does not meet the criteria provided in Farmer Mac's federal charter is ineligible to legally own shares of Farmer Mac's Class A voting common stock and is ineligible to legally vote shares of Farmer Mac's Class A voting common stock. Voting is a right conferred only upon a person or entity who is legally entitled to own shares under a company's charter. Although the Proponent in fact beneficially owns shares of Farmer Mac's Class A voting common stock, the Proponent is not legally entitled to own such shares under the Company's charter. Consequently, the Proponent is not legally entitled to vote the shares, the Proponent does not meet the eligibility requirements of Rule 14a-8(b)(1) and is not legally entitled to submit a shareholder proposal. This interpretation has long been upheld by the Commission and the Staff. See E.W. Scripps Company (Dec. 20, 2004) 2004 SEC No-Act. LEXIS 885; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 201; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 174; E.W. Scripps Company (Jan. 27, 2004) 2004 SEC No-Act. LEXIS 112; Media General, Inc. (Mar. 5, 2003) 2003 SEC No-Act. LEXIS 288; E.W. Scripps Company (Feb. 18, 2003) 2003 SEC No-Act. LEXIS 236; Media General, Inc. (Mar. 20, 2002) 2002 SEC No-Act. LEXIS 419; Washington Post Company (Nov. 28, 2000) 2000 SEC No-Act. LEXIS 967. Additionally, the Staff reaffirmed this proposition in Staff Legal Bulletin No. 14(CF) (July 13, 2001). See also Broc Romanek and Beth M. Young, Eligibility to Submit a Proposal, at http://www.shareholderproposals.com/Chapter07.html.

In our opinion, the Proponent, a Farmer Mac Class A shareholder who is not legally entitled under Farmer Mac's federal charter to hold Farmer Mac's Class A voting common stock, should not enjoy any benefit of Rule 14a-8. Any other interpretation would be contrary not only to Rule 14a-8 but to the specific provisions of Farmer Mac's federal charter governing restrictions on share ownership.

Conclusion

For the foregoing reasons, we believe that the Staff's conclusion that the Proposal may not be excluded from Farmer Mac's 2005 Proxy Materials and refusal to reconsider such position is inconsistent with prior no-action letters and would establish an inappropriate precedent by allowing shareholders who are not legally entitled to hold shares to advocate actions that they have no legal right to vote upon. We respectfully request the Staff to reconsider its conclusion and conclude that the Proposal may be properly excluded from Farmer Mac's 2005 Proxy Materials under Rule 14a-8(b).

If you have any questions or comments with respect to the foregoing, please contact the undersigned at (202) 508-8025 or Julie Fisher at (202) 508-8182. Thank you for your prompt attention to this matter.

Very truly yours,

/s/

Abigail Arms

Enclosures:

Exhibit A: Letters submitted to the U.S. Securities and Exchange Commission Office of Chief Counsel on January 26, 2005, February 22, 2005 and April 5, 2005; Shareholder proposal submitted by Mr. John Capozzi, received by Farmer Mac on December 17, 2004; Response Letter of Jonathan A. Ingram, Deputy Chief Counsel of the Division of Corporation Finance dated March 17, 2005 and Response Letter of Martin P. Dunn, Deputy Director of the Division of Corporation Finance dated April 12, 2005.

cc: Jerome G. Oslick, Esq.
Federal Agricultural Mortgage Corporation
Ronald L. Vavruska Jr., Esq./John Capozzi
Paul Strauss & Associates, P.C.
Jonathan A. Ingram, Deputy Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission

April 12, 2005

RE: Opposition to Farmer Mac's Request for Reconsideration of its denial of No-Action Relief in Excluding Shareholder John Capozzi's Shareholder Proposal from its 2005 Proxy Materials

Mr. Martin P. Dunn
United States Securities and Exchange Commission
Division of Corporate Finance, Mail Stop 0402
450 5th St., NW
Washington, DC 20459

Dear Mr. Dunn,

On behalf of John Capozzi, a shareholder of the Federal Agricultural Mortgage Corporation ("Farmer Mac") please accept this letter as a response to the Farmer Mac's request for reconsideration of staff's denial of its request for no-action relief proposing exclusion of Mr. Capozzi's shareholder proposal.

Farmer Mac's most recent request for reconsideration gives no new basis for reconsidering the Commission Staff's previous position on this issue and should be denied. Once again, Farmer Mac's basis for wishing to exclude Mr. Capozzi's proposal is that Mr. Capozzi is supposedly unqualified to own the shares he holds. Rule 14a-8 provides that the holder of a sufficient number of shares entitled to be voted on the proposal, held for a sufficient amount of time, may submit a shareholder proposal. There is no question that Mr. Capozzi does in fact own the shares in question and, unlike the shares at issue in the no action letters cited by Farmer Mac in its reconsideration request, these shares are entitled to submit shareholder proposals. See, e.g. E.W. Scripps Co., SEC No-Action Letter, 2004 WL 2952758 (Dec. 20, 2004) (holder of shares not entitled to vote on proposal, not entitled to submit shareholder proposals); E.W. Scripps Co., SEC No-Action Letter, 2004 WL 187653 (Jan. 27, 2004) (same); Media General, Inc., SEC No-Action Letter, 2003 WL 942750 (March 5, 2003) (same). SEC rules do not inquire, as Farmer Mac would have the Commission do, whether that person is entitled to own the shares. It should be noted that Mr. Capozzi did not engage in any subterfuge in obtaining his shares but merely called his broker and placed an order much like many individual shareholders. Farmer Mac should not be able to use its lax controls to deny any shareholder the full benefits of ownership.

For the forgoing reasons, the Commission Staff's previous position should stand and Farmer Mac should include Mr. Capozzi's shareholder proposal in its 2005 proxy materials. Please contact the undersigned if you have any questions or would like to discuss this matter further.

Sincerely,

/s/

Ronald L. Vavruska Jr.

cc: Abigail Arms
Shearman & Sterling

May 10, 2005

RE: Shareholder John Capozzi's Opposition to Farmer Mac's Supplemental Letter to Second Request for Reconsideration Regarding Shareholder Proposal of Mr. John Capozzi Relating to Farmer Mac Class A Shares

Mr. Martin P. Dunn
United States Securities and Exchange Commission
Division of Corporate Finance, Mail Stop 0402
450 5th St., NW
Washington, DC 20459

Dear Mr. Dunn,

On behalf of John Capozzi, a shareholder of the Federal Agricultural Mortgage Corporation ("Farmer Mac") please accept this letter as a response to the Farmer Mac's supplemental letter to its second request for reconsideration of staff's denial of its request for no-action relief proposing exclusion of Mr. Capozzi's shareholder proposal.

In this most recent letter, Farmer Mac is putting the Commission Staff on notice that it intends on not counting the votes of "ineligible holder[s]" of Farmer Mac's Class A common stock. This stance goes beyond Farmer Mac's other no-action requests which merely wished Staff acquiescence to its proposal to not place Mr. Capozzi's shareholder proposal on its 2005 proxy materials. This new stance seems to be a direct response to Farmer Mac's inability keep Mr. Capozzi's proposal off its proxy materials. We note that Mr. Capozzi is familiar to Farmer Mac's legal counsel and has voted his shares in the past. Similar to its stance in attempting to prevent Mr. Capozzi from placing his proposal on the proxy materials, Farmer Mac, after taking almost no measures to prevent individuals from taking the risks in owning its voting shares, is attempting to prevent such holders from enjoying its benefits. SEC rules do not inquire, as Farmer Mac would have the Commission do, whether that person is entitled to own the shares. Farmer Mac should not be able to use its lax controls to deny any shareholder the full benefits of ownership.

For the forgoing reasons, the Commission Staff's previous position should stand and Farmer Mac should include Mr. Capozzi's shareholder proposal in its 2005 proxy materials, and furthermore, Farmer Mac should be compelled to count the votes of all its shareholders. Please contact the undersigned if you have any questions or would like to discuss this matter further.

Sincerely,

/s/

Ronald L. Vayruska Jr.

cc: Abigail Arms
Shearman & Sterling

June 14, 2005

Abigail Arms
Shearman & Sterling LLP
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2604

Re: Federal Agricultural Mortgage Corporation Incoming letter dated April 18, 2005

Dear Ms. Arms:

This is in response to your letters dated April 18, 2005 and May 2, 2005 concerning the shareholder proposal submitted to Farmer Mac by John Capozzi. We also have received letters on the proponent's behalf dated April 12, 2005 and May 10, 2005. On March 17, 2005, we issued our response expressing our informal view that Farmer Mac could not exclude the proposal from its proxy materials for its upcoming annual meeting. You have asked us to reconsider our position.

The Division grants the reconsideration request, as there now appears to be some basis for your view that Farmer Mac may exclude the proposal under rule 14a-8(b). We note specifically the opinion of Farmer Mac's counsel that the proponent does not have the legal right to vote the shares of Farmer Mac Class A voting common stock which he beneficially owns. We note further Farmer Mac's representation, consistent with the opinion of its counsel, that it would take reasonable steps to not count the votes of an "ineligible holder" of its stock where it had actual knowledge of such voting. Accordingly, we will not recommend enforcement action to the Commission if Farmer Mac omits the proposal from its proxy materials in reliance on rule 14a-8(b).

Sincerely,

/s/

Martin P. Dunn
Deputy Director

cc: Ronald L. Vavruska Jr.
Paul Strauss & Associates, P.C.
Suite 900South Building
601 Pennsylvania Avenue, N.W.
Washington, DC 20004