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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB/A



(Mark One)

|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------



For the Quarter Ended September 30, 2003.



OR



| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------



For the transition period from
 to



Commission file number: 000-29995



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EDUCATION LENDING GROUP, INC.

(Exact name of small business issuer as specified in its charter)



|Delaware (State or other jurisdiction of incorporation or organization) |  | 33-0851387 (IRS employer identification number)
|----------------------------------------------------------------------- |  | -----------------------------------------------



12760 High Bluff
Drive,

Suite 210, San Diego, California 92130

(Address of principal executive offices)



(858) 617-6080

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES  x  NO ̈



Indicate
the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date: Shares of Common Stock, $0.001 par value, outstanding on September 30, 2003: 12,975,055, including treasury shares.



Transitional Small Business Format: YES ̈NO  x



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We are filing this amendment to our Form 10-QSB for the period ended September 30, 2003, to adjust
supplemental information included in Note 2  Student Loans, to the consolidated financial statements. We are amending our disclosure in that note to show all of the information included in Originations and Purchases and
Sales to Third Parties on a gross rather than net basis. Accordingly, those line items have been amended as reflected below. This information does not impact any of the numbers in our consolidated financial statements and is provided
only for supplemental purposes. There are no other changes to our Form 10-QSB.



Note 2  Student Loans



The activity
relating to the student loan balances held during the period from December 31, 2002 through September 30, 2003 is as follows:



|                                |  | Student Loans |               |   | Student Loans Securitized |   |               | Total | 
|------------------------------- |  | ------------- | ------------- | - | ------------------------- | - | ------------- | ----- | 
|Balance at December 31, 2002    |  | $             | 401,839,983   |   |                           | $ | 947,213,769   |       | 
|Additions                       |  |               |               |   |                           |   |               |       | 
|Originations and Purchases      |  |               | 1,900,480,632 |   |                           |   | 4,375,512     |       | 
|Capitalized Interest            |  |               | 950,763       |   |                           |   | 6,467,985     |       | 
|Additions to Capitalized Costs  |  |               | 10,016,543    |   |                           |   | 8,386,067     |       | 
|Reductions in Loan Loss Reserve |  |               | 1,609,012     |   |                           |   | 124,436       |       | 
|Deductions                      |  |               |               |   |                           |   |               |       | 
|Borrower Payments               |  |               | (46,383,596   | ) |                           |   | (98,674,666   | )     | 
|Sales to Third Parties          |  |               | (384,034,087  | ) |                           |   |              |       | 
|Additions to Loan Loss Reserve  |  |               | (2,178,414    | ) |                           |   | (1,215,753    | )     | 
|Reductions in Capitalized Costs |  |               | (6,460,086    | ) |                           |   | (533,578      | )     | 
|Other                           |  |               |               |   |                           |   |               |       | 
|Transfer to Securitizations     |  |               | (967,005,485  | ) |                           |   | 967,005,485   |       | 
|Other                           |  |               | 158,964       |   |                           |   | (190,598      | )     | 
|                                |  |               |               |   |                           |   |               |       | 
|Balance at September 30, 2003   |  | $             | 908,994,229   |   |                           | $ | 1,832,958,659 |       | 
|                                |  |               |               |   |                           |   |               |       | 





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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|Date: October 23, 2003 |  |  |  | EDUCATION LENDING GROUP, INC.
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