1. Name and Address of Reporting Person
Lord, Albert L.
11600 Sallie Mae Drive
Reston, VA 20193
2. Issuer Name and Ticker or Trading Symbol
USA Education, Inc. (SLM)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
7/2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Vice Chairman & CEO
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common Stock 07/30/2001 M 355083 A $39.3393 D
Common Stock 07/30/2001 M 2325 A $43.0000 D
Common Stock 07/30/2001 S -179305 D $78.5230 D
Common Stock 07/30/2001 F -61325 D $78.9000 441450 D
Phantom Stock Units 07/31/2001 A V 1867.426 A $0.0000 28053.176 D
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Option $39.3393 07/30/2001 M 35508 08/13/2007 Common 355083 $39.3393 0 D
(Right to buy) 3 Stock
Stock Option $43 07/30/2001 M 2325 01/13/2010 Common 2325 $43.0000 0 D
(Right to buy) Stock
Stock Option $55 08/13/2007 Common 238691 D
(Right to buy) Stock
Phantom Stock $0 Phantom 11577.57 D
Units Stock 4
Units
Explanation of Responses:
Includes shares acquired under the Officer Deferred Compensation Plan. Units
are settled in the Company's common stock.
The phantom stock units were accrued under the Officers Deferred Compensation
Plan on various dates since reporting person's last report at the prevailing
market price.
The options become exercisable in increments of one-third upon the Company's
common stock having a closing price on the New York Stock Exchange of $42.86,
$57.15 and $71.43, respectively, for five trading days, they also become
exercisable on the eighth anniversary of their grant (August 13, 2005) subject
to the reporting person's continued service with the Company.
These options become exercisible upon the Company's common stock having a
closing price on the New York Stock Exchange of $51.60, for five days, they also
become exercisible on the fifth anniversary of the grant (January 13, 2005), but
no sooner than one year from the grant date.
SIGNATURE OF REPORTING PERSON
/s/Mary F. Eure (POA)
DATE
08/09/2001