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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB/A

(Amendment No.1)

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended June 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                                                       |  | 33-0851387                          
|(State or other jurisdiction of incorporation or organization) |  | (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)



---



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 June 30, 2003: 11,481,584, including treasury shares.



Transitional Small Business Format:  YES ̈NO  x



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##### Table of Contents

EXPLANATION OF AMENDMENT



As announced in a press release dated February 26, 2004, as the result of a $468,000 computational error, Education Lending
Group, Inc. is restating its consolidated results for the first, second and third quarters of 2003. Loan servicing set-up fees should have been written off against the gain on sale instead of continuing to be amortized when the related
consolidation loans were sold. We are filing this Form 10-QSB/A to report the results for the quarter and six months ended June 30, 2003, as restated and as discussed in Note 3 to the Consolidated Financial Statements. Other than as set forth below,
the restatement does not impact any of the financial or other information set forth in the original filing of our Form 10-QSB for the period ended June 30,2003. Effective as of December 31,2003, Education Lending Group, Inc. is no longer a small
business issuer. In the future, we will report our quarterly results on Form 10-Q and our annual results on Form 10-K.



TABLE OF CONTENTS



|                              |  |                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                      
|                              |  |                                                                                       |  | Page
|                              | 
|PART I. FINANCIAL INFORMATION |  | 3                                                                                    
|                              |  |                                                                                      
|Item 1.                       |  | Financial Statements                                                                  |  | 3   
|                              |  |                                                                                      
|                              |  | Consolidated Balance Sheets                                                           |  | 3   
|                              |  |                                                                                      
|                              |  | Consolidated Statements of Operations                                                 |  | 4   
|                              |  |                                                                                      
|                              |  | Consolidated Statement of Changes in Stockholders Deficit                            |  | 5   
|                              |  |                                                                                      
|                              |  | Consolidated Statements of Cash Flows                                                 |  | 6   
|                              |  |                                                                                      
|                              |  | Notes to Consolidated Financial Statements                                            |  | 7   
|                              |  |                                                                                      
|                              |  | Report of Independent Accountants                                                     |  | 9   
|                              |  |                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10  
|                              |  |                                                                                      
|Item 3.                       |  | Controls and Procedures                                                               |  | 12  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits and Reports on Form 8K                                                      |  | 13  



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. |  | Financial Statements
|------- |  | --------------------



EDUCATION LENDING GROUP, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------------- | - | ---------------- | - | ------------- | -
|                                                                                                                                   |  | June 30, 2003 (restated) |               |   | December 31,2002 |  
|                                                                                                                                   |  | (Unaudited)              |               |   |                  |  
|ASSETS                                                                                                                             |  |                          |               |   |                  |   |               |  
|Student loans, net of loan loss reserve                                                                                            |  | $                        | 290,094,774   |   |                  | $ | 401,839,983   |  
|Student loans, net of loan loss reserve (securitized)                                                                              |  |                          | 1,870,823,328 |   |                  |   | 947,213,769   |  
|Restricted cash and investments                                                                                                    |  |                          | 80,242,813    |   |                  |   | 113,995,355   |  
|Cash and cash equivalents                                                                                                          |  |                          | 2,963,416     |   |                  |   | 2,042,527     |  
|Interest & other receivables                                                                                                       |  |                          | 17,845,171    |   |                  |   | 9,306,708     |  
|Property and equipment, net                                                                                                        |  |                          | 1,685,278     |   |                  |   | 1,313,182     |  
|Deferred financing costs                                                                                                           |  |                          | 8,642,800     |   |                  |   | 4,306,537     |  
|Other                                                                                                                              |  |                          | 654,104       |   |                  |   | 813,209       |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|Total Assets                                                                                                                       |  | $                        | 2,272,951,684 |   |                  | $ | 1,480,831,270 |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                              |  |                          |               |   |                  |   |               |  
|Accounts payable                                                                                                                   |  | $                        | 1,368,727     |   |                  | $ | 699,893       |  
|Government payables                                                                                                                |  |                          | 4,545,208     |   |                  |   | 4,976,425     |  
|Accrued expenses and other liabilities                                                                                             |  |                          | 7,288,706     |   |                  |   | 7,746,605     |  
|Series 2002/2003 Notes                                                                                                             |  |                          | 1,978,068,249 |   |                  |   | 1,023,000,000 |  
|Warehouse loan facility                                                                                                            |  |                          | 310,093,855   |   |                  |   | 470,038,915   |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|Total Liabilities                                                                                                                  |  |                          | 2,301,364,745 |   |                  |   | 1,506,461,838 |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|Preferred stock$0.001 par value, 10,000,000 shares authorized                                                                     |  |                          |               |   |                  |   |               |  
|Common stock$0.001 par value, 40,000,000 shares authorized, 11,481,584 and 11,189,084 shares issued and outstanding,
respectively |  |                          | 11,481        |   |                  |   | 11,189        |  
|Additional paid in capital                                                                                                         |  |                          | 10,299,810    |   |                  |   | 8,219,678     |  
|Accumulated deficit                                                                                                                |  |                          | (37,219,353   | ) |                  |   | (33,861,435   | )
|Accumulated other comprehensive loss                                                                                               |  |                          | (1,504,999    | ) |                  |   |              |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|Total Stockholders Deficit                                                                                                        |  |                          | (28,413,061   | ) |                  |   | (25,630,568   | )
|                                                                                                                                   |  |                          |               |   |                  |   |               |  
|Total Liabilities and Stockholders Deficit                                                                                        |  | $                        | 2,272,951,684 |   |                  | $ | 1,480,831,270 |  
|                                                                                                                                   |  |                          |               |   |                  |   |               |  



See accompanying Notes
to consolidated financial statements



3



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##### Table of Contents

Education Lending Group, Inc.

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2003 and 2002

(Unaudited)



|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | --------------- |  | - | ---------- | - |  | - | ---------- | -
|                                            |  | Three Months Ended June 30, |            |   | Six Months Ended June 30, |  
|                                            |  | 2003 (restated)             |            |   | 2002                      |   |            | 2003 (restated) |  |   | 2002       |  
|Interest Income:                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Student loans, net                          |  | $                           | 19,516,152 |   |                           | $ | 3,690,098  |                 |  | $ | 34,228,804 |   |  | $ | 4,940,357  |  
|Investments                                 |  |                             | 386,050    |   |                           |   | 505,458    |                 |  |   | 576,955    |   |  |   | 529,466    |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|                                            |  |                             | 19,902,202 |   |                           |   | 4,195,556  |                 |  |   | 34,805,759 |   |  |   | 5,469,823  |  
|Cost of Interest Income                     |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Interest related expenses                   |  |                             | 10,496,576 |   |                           |   | 2,652,653  |                 |  |   | 19,103,579 |   |  |   | 3,323,593  |  
|Valuation of interest rate swap             |  |                             | (308,160   | ) |                           |   |           |                 |  |   | 604,542    |   |  |   |           |  
|Loan servicing and other fees               |  |                             | 1,035,379  |   |                           |   | 315,806    |                 |  |   | 1,762,988  |   |  |   | 596,100    |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Total Cost of Loan Financing                |  |                             | 11,223,795 |   |                           |   | 2,968,459  |                 |  |   | 21,471,109 |   |  |   | 3,919,693  |  
|Net Interest Income                         |  |                             | 8,678,407  |   |                           |   | 1,227,097  |                 |  |   | 13,334,650 |   |  |   | 1,550,130  |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Less: Provision for losses                  |  |                             | 432,554    |   |                           |   | 141,858    |                 |  |   | 987,184    |   |  |   | 304,753    |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Interest income after provision             |  |                             | 8,245,853  |   |                           |   | 1,085,239  |                 |  |   | 12,347,466 |   |  |   | 1,245,377  |  
|Other Income                                |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Gain on sale of student loans               |  |                             | 2,360,474  |   |                           |   | 36,617     |                 |  |   | 10,101,892 |   |  |   | 40,693     |  
|Other                                       |  |                             | 10,325     |   |                           |   | 3,534      |                 |  |   | 17,370     |   |  |   | 5,392      |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Total Other Income                          |  |                             | 2,370,799  |   |                           |   | 40,151     |                 |  |   | 10,119,262 |   |  |   | 46,085     |  
|Operating Expenses:                         |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|General and administrative                  |  |                             | 2,306,020  |   |                           |   | 1,712,842  |                 |  |   | 4,868,133  |   |  |   | 3,210,515  |  
|Sales & marketing                           |  |                             | 10,072,506 |   |                           |   | 3,486,831  |                 |  |   | 20,919,257 |   |  |   | 6,985,311  |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Total Operating Expenses                    |  |                             | 12,378,526 |   |                           |   | 5,199,673  |                 |  |   | 25,787,390 |   |  |   | 10,195,826 |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Loss Before Income Tax Provision            |  |                             | (1,761,874 | ) |                           |   | (4,074,283 | )               |  |   | (3,320,662 | ) |  |   | (8,904,364 | )
|Income tax provision                        |  |                             | 1,200      |   |                           |   | 1,600      |                 |  |   | 37,256     |   |  |   | 2,400      |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Net Loss                                    |  | $                           | (1,763,074 | ) |                           | $ | (4,075,883 | )               |  | $ | (3,357,918 | ) |  | $ | (8,906,764 | )
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Net Loss Per Share:                         |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Basic & diluted                             |  | $                           | (0.15      | ) |                           | $ | (0.40      | )               |  |   | (0.30      | ) |  | $ | (0.91      | )
|Weighted average common shares outstanding: |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Basic & diluted                             |  |                             | 11,433,758 |   |                           |   | 10,113,806 |                 |  |   | 11,372,803 |   |  |   | 9,763,056  |  
|                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  



See accompanying Notes
to consolidated financial statements



4



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##### Table of Contents

EDUCATION LENDING GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT

For the Six Months Ended June 30, 2003

(Unaudited)



|                                    |  |                 |  |        |        |                           |   |                    |  |   |                                    |   |  |       |            |   |                   |   |             |   |  |   |            |  
|----------------------------------- |  | --------------- |  | ------ | ------ | ------------------------- | - | ------------------ |  | - | ---------------------------------- | - |  | ----- | ---------- | - | ----------------- | - | ----------- | - |  | - | ---------- | -
|                                    |  | COMMON STOCK    | 
|                                    |  | Number ofShares |  | Amount |        | AdditionalPaid in Capital |   | AccumulatedDeficit |  |   | AccumulatedOther ComprehensiveLoss |   |  | Total |            |   | ComprehensiveLoss |  
|Balance, December 31, 2002          |  | 11,189,084      |  | $      | 11,189 |                           | $ | 8,219,678          |  | $ | (33,861,435                        | ) |  |       |           |   |                   | $ | (25,630,568 | ) |  |   |           |  
|Issuance of common stock            |  | 292,500         |  |        | 292    |                           |   | 327,375            |  |   |                                   |   |  |       |           |   |                   |   | 327,667     |   |  |   |           |  
|Performance based options           |  |                |  |        |       |                           |   | 1,752,757          |  |   |                                   |   |  |       |           |   |                   |   | 1,752,757   |   |  |   |           |  
|Other comprehensive loss            |  |                |  |        |       |                           |   |                   |  |   |                                   |   |  | $     | (1,504,999 | ) |                   |   | (1,504,999  | ) |  | $ | (1,504,999 | )
|Net loss, June 30, 2003 (restated)  |  |                |  |        |       |                           |   |                   |  |   | (3,357,918                         | ) |  |       |           |   |                   |   | (3,357,918  | ) |  |   | (3,357,918 | )
|                                    |  |                 |  |        |        |                           |   |                    |  |   |                                    |   |  |       |            |   |                   |   |             |   |  |   |            |  
|Balance at June 30, 2003 (restated) |  | 11,481,584      |  | $      | 11,481 |                           | $ | 10,299,810         |  | $ | (37,219,353                        | ) |  | $     | (1,504,999 | ) |                   | $ | (28,413,061 | ) |  | $ | (4,862,917 | )
|                                    |  |                 |  |        |        |                           |   |                    |  |   |                                    |   |  |       |            |   |                   |   |             |   |  |   |            |  



See accompanying Notes
to consolidated financial statements



5



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##### Table of Contents

EDUCATION LENDING GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2003 and 2002

(Unaudited)



|                                                                  |  |                 |              |   |      |   |              |  
|----------------------------------------------------------------- |  | --------------- | ------------ | - | ---- | - | ------------ | -
|                                                                  |  | 2003 (restated) |              |   | 2002 |  
|Cash Flows From Operating Activities:                             |  |                 |              |   |      |   |              |  
|Net loss                                                          |  | $               | (3,357,918   | ) |      | $ | (8,906,764   | )
|Adjustments to reconcile net loss to net cash used in operations: |  |                 |              |   |      |   |              |  
|Non-cash charges (Depreciation, amortization and option expense)  |  |                 | 2,541,532    |   |      |   | 169,158      |  
|Provision for loan losses                                         |  |                 | 987,184      |   |      |   | 304,753      |  
|Valuation of interest rate swap                                   |  |                 | 604,542      |   |      |   |             |  
|(Increase) decrease in assets:                                    |  |                 |              |   |      |   |              |  
|Interest and other receivables                                    |  |                 | (8,538,463   | ) |      |   | (2,380,394   | )
|Other assets                                                      |  |                 | 159,105      |   |      |   | (1,641,950   | )
|Increase (decrease) in liabilities:                               |  |                 |              |   |      |   |              |  
|Accounts payable                                                  |  |                 | 623,732      |   |      |   | 2,190,962    |  
|Government payable                                                |  |                 | (431,217     | ) |      |   |             |  
|Accrued expenses                                                  |  |                 | (2,536,092   | ) |      |   | 2,050,517    |  
|                                                                  |  |                 |              |   |      |   |              |  
|Net cash used in operating activities                             |  |                 | (9,947,595   | ) |      |   | (8,213,718   | )
|                                                                  |  |                 |              |   |      |   |              |  
|Cash flows from investing activities:                             |  |                 |              |   |      |   |              |  
|Origination/Purchase of student loans                             |  |                 | (813,159,549 | ) |      |   | (256,217,268 | )
|Acquisition of property and equipment                             |  |                 | (575,463     | ) |      |   | (708,240     | )
|                                                                  |  |                 |              |   |      |   |              |  
|Net cash used in investing activities                             |  |                 | (813,735,012 | ) |      |   | (256,925,508 | )
|                                                                  |  |                 |              |   |      |   |              |  
|Cash flows from financing activities:                             |  |                 |              |   |      |   |              |  
|Net payments to credit facility                                   |  |                 | (89,927,948  | ) |      |   | (260,956,887 | )
|Net proceeds from Series 2002/2003 Notes                          |  |                 | 918,803,679  |   |      |   | 525,000,000  |  
|Payment of loan fees                                              |  |                 | (4,599,902   | ) |      |   | (1,726,500   | )
|Proceeds from issuance of stock                                   |  |                 | 327,667      |   |      |   | 1,117,500    |  
|                                                                  |  |                 |              |   |      |   |              |  
|Net cash provided by financing activities                         |  |                 | 824,603,496  |   |      |   | 263,434,113  |  
|                                                                  |  |                 |              |   |      |   |              |  
|Net increase (decrease) in cash                                   |  |                 | 920,889      |   |      |   | (1,705,113   | )
|Cash and cash equivalents at beginning of period                  |  |                 | 2,042,527    |   |      |   | 1,705,113    |  
|                                                                  |  |                 |              |   |      |   |              |  
|Cash and cash equivalents at end of period                        |  | $               | 2,963,416    |   |      | $ | 0            |  
|                                                                  |  |                 |              |   |      |   |              |  



See accompanying Notes
to consolidated financial statements



6



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##### Table of Contents

Education Lending Group, Inc.

(Formerly Direct III Marketing, Inc.)

Notes to Consolidated Financial Statements

June 30, 2003

(Unaudited)



Note 1Statement of Accounting Principles



New Accounting Pronouncements



In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, (SFAS 149). SFAS 149 amends and
clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS 133. In particular, SFAS 149 (1) clarifies under what circumstances a contract with an initial net investment meets the characteristic of a
derivative discussed in paragraph 6(b) of SFAS 133, (2) clarifies when a derivative contains a financing component, (3) amends the definition of an underlying to conform it to language used in FIN 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, and (4) amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts as either
derivatives or hybrid instruments. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company has determined that SFAS 149 will not have a significant
impact on its consolidated financial statements.



In December
2002, the FASB issued SFAS 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of SFAS 123, (SFAS 148). SFAS 148 addresses transition provisions for a voluntary change to the
fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123. The Company has determined that SFAS 148 will not have a significant impact on its consolidated financial
statements. As discussed above, the Company continues to account for its incentive based compensation using the intrinsic value method under APB 25. Had compensation cost for the Companys stock options been recognized based upon the estimated
fair value on the grant date under the fair value methodology prescribed by SFAS 123 as amended by SFAS 148, the Companys net earnings and earnings per share would have been changed as follows:





|                                                                                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | --------------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                                            |  | Three Months Ended June 30, |            |   | Six Months Ended June 30, |  
|                                                                                                            |  | 2003 (restated)             |            |   | 2002                      |   |            | 2003 (restated) |  |   | 2002       |  
|Net loss, as reported                                                                                       |  | $                           | (1,763,074 | ) |                           | $ | (4,075,883 | )               |  | $ | (3,357,918 | ) |  | $ | (8,906,764 | )
|Deduct: total stock-based compensation expense determined under fair-value based method, net of tax effects |  |                             | (238,827   | ) |                           |   | (234,847   | )               |  |   | (446,575   | ) |  |   | (453,210   | )
|                                                                                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Pro forma net loss                                                                                          |  | $                           | (2,001,901 | ) |                           | $ | (4,310,730 | )               |  | $ | (3,804,493 | ) |  | $ | (9,359,974 | )
|                                                                                                            |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Loss per share:                                                                                             |  |                             |            |   |                           |   |            |                 |  |   |            |   |  |   |            |  
|Basic & diluted, as reported                                                                                |  | $                           | (0.15      | ) |                           | $ | (0.40      | )               |  | $ | (0.30      | ) |  | $ | (0.91      | )
|Basic & diluted, pro forma                                                                                  |  | $                           | (0.18      | ) |                           | $ | (0.43      | )               |  | $ | (0.33      | ) |  | $ | (0.96      | )



As required by SFAS
123, the Company provides the following disclosure of hypothetical values for the net options issued during 2003. The net stock options granted during the quarter and six months ended June 30, 2003 are valued at $5.88 and $4.79, respectively. These
values were estimated using the Black-Scholes option-pricing model with the following assumptions: risk free interest rates of 3.80% and 3.87% were used for the quarter and six months ended June 30, 2003, respectively; expected volatility of 92% and
expected life of 9.33 years were used for both the quarter and six months ended June 30, 2003.



Note 2Student Loans



The
Company originates student loans on its own behalf and purchases student loans from originating lenders. The Companys portfolio consists principally of loans originated under two federally sponsored programs: FFELP and the Health Education
Assistance Loan Program (HEAL). The Company also purchases private education loans.



There are three principal categories of FFELP loans: Stafford loans, PLUS loans, and consolidation loans. The nature of the student loans held at June 30,
2003 are as follows:



7



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##### Table of Contents

Loans Held by Type

As of June 30, 2003



|                                       |  |               |             |   |                           |   |               |       |  |   |               |  
|-------------------------------------- |  | ------------- | ----------- | - | ------------------------- | - | ------------- | ----- |  | - | ------------- | -
|                                       |  | Student Loans |             |   | Student Loans Securitized |   |               | Total | 
|FFELP Loans:                           |  |               |             |   |                           |   |               |       |  |   |               |  
|Stafford                               |  | $             | 48,410,635  |   |                           | $ |              |       |  | $ | 48,410,635    |  
|PLUS                                   |  |               | 2,073,475   |   |                           |   |              |       |  |   | 2,073,475     |  
|Consolidation                          |  |               | 227,330,535 |   |                           |   | 1,860,107,241 |       |  |   | 2,087,437,776 |  
|                                       |  |               |             |   |                           |   |               |       |  |   |               |  
|FFELP Subtotal                         |  |               | 277,814,645 |   |                           |   | 1,860,107,241 |       |  |   | 2,137,921,886 |  
|Private Loans                          |  |               | 9,825,401   |   |                           |   |              |       |  |   | 9,825,401     |  
|                                       |  |               |             |   |                           |   |               |       |  |   |               |  
|Total Student Loans, gross             |  |               | 287,640,046 |   |                           |   | 1,860,107,241 |       |  |   | 2,147,747,287 |  
|Capitalized costs, net of amortization |  |               | 2,788,498   |   |                           |   | 12,948,414    |       |  |   | 15,736,912    |  
|Loan loss reserve                      |  |               | (333,770    | ) |                           |   | (2,232,327    | )     |  |   | (2,566,097    | )
|                                       |  |               |             |   |                           |   |               |       |  |   |               |  
|Total student loans, net               |  | $             | 290,094,774 |   |                           | $ | 1,870,823,328 |       |  | $ | 2,160,918,102 |  
|                                       |  |               |             |   |                           |   |               |       |  |   |               |  



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



|                                |  |               |               |   |                           |   |               |       |  |   |               |  
|------------------------------- |  | ------------- | ------------- | - | ------------------------- | - | ------------- | ----- |  | - | ------------- | -
|                                |  | Student Loans |               |   | Student Loans Securitized |   |               | Total | 
|Balance at December 31, 2002    |  | $             | 401,839,983   |   |                           | $ | 947,213,769   |       |  | $ | 1,349,053,752 |  
|Additions                       |  |               |               |   |                           |   |               |       |  |   |               |  
|Originations and Purchases      |  |               | 1,190,099,096 |   |                           |   | 1,564,918     |       |  |   | 1,191,664,014 |  
|Capitalized Interest            |  |               | 626,079       |   |                           |   | 3,255,757     |       |  |   | 3,881,836     |  
|Additions to Capitalized Costs  |  |               | 6,480,619     |   |                           |   | 7,199,362     |       |  |   | 13,679,981    |  
|Reductions in Loan Loss Reserve |  |               | 1,541,357     |   |                           |   | 69,497        |       |  |   | 1,610,854     |  
|Deductions                      |  |               |               |   |                           |   |               |       |  |   |               |  
|Borrower Payments               |  |               | (30,728,016   | ) |                           |   | (55,838,979   | )     |  |   | (86,566,995   | )
|Sales to Third Parties          |  |               | (302,188,127  | ) |                           |   |              |       |  |   | (302,188,127  | )
|Additions to Loan Loss Reserve  |  |               | (1,412,653    | ) |                           |   | (1,179,886    | )     |  |   | (2,592,539    | )
|Reductions in Capitalized Costs |  |               | (6,353,337    | ) |                           |   | (765,358      | )     |  |   | (7,118,695    | )
|Other                           |  |               |               |   |                           |   |               |       |  |   |               |  
|Transfer to Securitizations     |  |               | (969,972,482  | ) |                           |   | 969,472,975   |       |  |   | (499,507      | )
|Other                           |  |               | 162,255       |   |                           |   | (168,727      | )     |  |   | (6,472        | )
|                                |  |               |               |   |                           |   |               |       |  |   |               |  
|Balance at 6/30/03              |  | $             | 290,094,774   |   |                           | $ | 1,870,823,328 |       |  | $ | 2,160,918,102 |  
|                                |  |               |               |   |                           |   |               |       |  |   |               |  



























Note
3-Restatement of Quarterly Results



During our review of our 2003 year-end
financial statements we discovered a computational error related to the sale of consolidation loans during the first and second quarters of 2003. Loan servicing set-up fees should have been written off against the gain on sale instead of
continuing to be amortized when the related consolidation loans were sold. We have restated our consolidated financial statements to reflect the changes related to this adjustment. Following is a summary of the changes to our consolidated balance
sheet at June 30, 2003, our consolidated statement of income for the three and six months ended June 30, 2003, and our consolidated statement of cash flows for the six months ended June 30, 2003.



|                                                      |  |                       |               |   |             |   |               |  
|----------------------------------------------------- |  | --------------------- | ------------- | - | ----------- | - | ------------- | -
|Consolidated Balance Sheet as of June 30, 2003        |  | As previouslyreported |               |   | As restated |  
|Student loans, net of loan loss reserve (securitized) |  | $                     | 1,871,298,485 |   |             | $ | 1,870,823,328 |  
|Total assets                                          |  |                       | 2,273,426,841 |   |             |   | 2,272,951,684 |  
|Accumulated deficit                                   |  |                       | (36,744,196   | ) |             |   | (37,219,353   | )
|Total stockholders deficit                           |  |                       | (27,937,904   | ) |             |   | (28,413,061   | )



|                                            |  |                                                      |            |   |                                            |   |            |                                                     |  |   |                                           |   |  |   |            |  
|------------------------------------------- |  | ---------------------------------------------------- | ---------- | - | ------------------------------------------ | - | ---------- | --------------------------------------------------- |  | - | ----------------------------------------- | - |  | - | ---------- | -
|Consolidated Statement of Operations        |  | As previouslyreported Three monthsended June 30,2003 |            |   | As restated Three monthsended June 30,2003 |   |            | As previouslyreported Six months ended June 30,2003 |  |   | As restated Six months ended June 30,2003 |  
|Loan servicing and other fees               |  | $                                                    | 1,041,627  |   |                                            | $ | 1,035,379  |                                                     |  | $ | 1,774,673                                 |   |  | $ | 1,762,988  |  
|Gain on sale of student loans               |  |                                                      | 2,446,546  |   |                                            |   | 2,360,474  |                                                     |  |   | 10,588,734                                |   |  |   | 10,101,892 |  
|Net loss                                    |  |                                                      | (1,683,250 | ) |                                            |   | (1,763,074 | )                                                   |  |   | (2,882,761                                | ) |  |   | (3,357,918 | )
|Net loss per share                          |  |                                                      | (0.15      | ) |                                            |   | (0.15      | )                                                   |  |   | (0.25                                     | ) |  |   | (0.30      | )
|                                            |  |                                                      |            |  
|Weighted average common shares outstanding: |  |                                                      |            |   |                                            |   |            |                                                     |  |   |                                           |   |  |   |            |  
|Basic & diluted                             |  |                                                      | 11,433,758 |   |                                            |   | 11,433,758 |                                                     |  |   | 11,372,803                                |   |  |   | 11,372,803 |  



|                                                                            |  |                       |              |   |             |   |              |  
|--------------------------------------------------------------------------- |  | --------------------- | ------------ | - | ----------- | - | ------------ | -
|Consolidated Statement of Cash Flows for the six
months ended June 30, 2003 |  | As previouslyreported |              |   | As restated |  
|Net loss                                                                    |  | $                     | (2,882,761   | ) |             | $ | (3,357,918   | )
|Net cash used in operating activities                                       |  |                       | (9,472,438   | ) |             |   | (9,947,595   | )
|Origination/purchase of student loans                                       |  |                       | (813,634,706 | ) |             |   | (813,159,549 | )
|Net cash used in investing activities                                       |  |                       | (814,210,169 | ) |             |   | (813,735,012 | )



8



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##### Table of Contents

Report of Independent Accountants



To the Board of Directors and Stockholders

of Education Lending Group, Inc.:



We have reviewed the
accompanying consolidated balance sheet of Education Lending Group, Inc. and its subsidiaries (the Company) as of June 30, 2003 and the related consolidated statements of operations and changes in stockholders deficit for each of
the three-month and six-month periods ended June 30, 2003 and June 30, 2002 and the consolidated statement of cash flows for the six-month periods ended June 30, 2003 and June 30, 2002. These interim financial statements are the responsibility of
the Companys management.



We conducted our review in accordance with
standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.



Based on our review, after the
restatement described in Note 3, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the
United States of America.



We previously audited in accordance with auditing
standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2002, and the related consolidated statements of operations, changes in stockholders deficit and cash flows for the year then ended
(not presented herein), and in our report dated February 27, 2003 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30,
2003, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.



PricewaterhouseCoopers LLP

Los Angeles, CA

August 11, 2003, except for Note 3, as to which the date is February 19, 2004



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##### Table of Contents

|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- |  | --------------------------------------------------------------------------------------



As announced in a press release dated February 26, 2004, as the result of a $468,000 computational error, Education Lending Group, Inc. is restating its
consolidated results for the first, second and third quarters of 2003. Loan servicing set-up fees should have been written off against the gain on sale instead of continuing to be amortized when the related consolidation loans were sold.
We are filing this Form 10-QSB/A to report the results for the quarter and six months ended June 30, 2003, as restated and as discussed in Note 3 to the Consolidated Financial Statements. Other than as set forth below, the restatement does not
impact any of the financial or other information set forth in the original filing of our Form 10-QSB for the period ended June 30,2003. Effective as of December 31,2003, Education Lending Group, Inc. is no longer a small business issuer. In the
future, we will report our quarterly results on Form 10-Q and our annual results on Form 10-K. Amounts referred to in Managements Discussion and Analysis of Financial Condition and Results of Operations that were impacted by the restatement
are restated below.



RESULTS OF OPERATIONS



For the three months ended June 30, 2003 and 2002



Earnings Summary



For the three months ended June 30, 2003, the Companys net loss was $1.8 million, or
$0.15 per share, compared to a net loss of $4.1 million, or $0.40 per share for the three months ended June 30, 2002. The decreased loss for the three months ended June 30, 2003 as compared to June 30, 2002 is attributable to higher revenues
generated by higher loan balances in the June 30, 2003 quarter than in the June 30, 2002 quarter, partially offset by correspondingly higher interest related expenses, loan servicing fees and operating expenses. Additionally, the decreased loss for
the three months ended June 30, 2003 as compared to June 30, 2002 is due to the sale of approximately $41.2 million of consolidation loans (the Company sold the consolidation loans during the period to raise cash for operations) which resulted in a
gain on sale of roughly $1.7 million. Included in the Companys operating expenses for the quarter are the payments made to marketing partners who advertise, identify and attract potential borrowers for the Company. As the loan volume for a
particular period increases, marketing partner fees increase. These marketing partner fees are a significant portion of the Companys expenses and include a non-cash charge related to vesting and mark-to-market adjustments of the performance
based options awarded to certain marketing partners as discussed in Note 1 to the consolidated financial statements. These fees are a significant portion of the Companys expenses and during the quarter ended June 30, 2003, represented 58% of
the total operating expenses of the Company. Additionally, the Company increased its student loan asset base during the quarter by roughly $367 million to approximately $2.2 billion. Since the Company only earns an interest spread on the loans it
holds on its balance sheet, the marketing partner fee expense along with other sales and marketing expenses results in significant losses until such time as a significant scale of student loan assets is reached on the balance sheet.



Net Interest Income and Income after Provision for Loan Losses



Net interest income is derived largely from the Companys portfolio of student loans
and is the spread between interest earned on student loans and the Companys cost of generating that interest income. These costs include interest expense on the warehouse facility and permanent financings, fees paid to a third party servicer
to service the loans, mark-to-market adjustments related to interest rate swaps that have not been designated as cash flow hedges, fees paid to the Department of Education, and amortization of premiums paid to acquire student loans. All servicing of
the Companys student loans is outsourced to third party servicers. Net interest income during the three months ended June 30, 2003 was $8,678,000. This was comprised of gross interest income of approximately $19,902,000 less costs of interest
of approximately $11,224,000. This amount includes interest related costs of $10,497,000, loan servicing and other fees of approximately $1,035,000 and a mark-to-market adjustment of $308,000 (credit) for the interest rate swap entered into during
the fourth quarter of 2002. For the quarter ended June 30, 2003, net interest income after the provision for loan losses was approximately $8,246,000. Net interest income for the three months ended June 30, 2002 was $1,227,000. This was comprised of
gross interest income of approximately $4,196,000 less costs of interest income of approximately $2,969,000. These costs for the quarter ended June 30, 2002 include interest related costs of $2,653,000 and loan servicing and other fees of
approximately $316,000. Net interest income after the provision for loan losses was approximately $1,085,000 for the quarter ended June 30, 2002. The increase in the net interest income earned by the Company during the quarter is a direct result of
the increase in the student loan assets held by the Company over those held in the same quarter of the prior year. In addition, because the majority of the student loans held by the Company are consolidation loans (100% of the loans on its balance
sheet at December 31, 2001 and approximately 97% of the loans on its balance sheet at December 31, 2002 and June 30, 2003) which carry a fixed interest rate, coupled with the fact the Companys borrowing costs have decreased (a function of the
declining interest rate environment of the economy since June 30, 2002), the Companys spread has increased which is reflected in the increased net interest income. A majority of the student loans held by the Company have been financed with
proceeds from both the warehouse loan facility (variable interest rate financing based upon the commercial paper rate of the financial institution providing the facility) and the Series 2002 Notes (part of these notes bear interest on a variable
rate basis adjusted monthly and part of these notes are fixed for a period of as long as 13 months before they begin to adjust monthly). Assuming a continued low interest rate environment, the Companys interest cost will continue to decrease
when the portions of the Series 2002 Notes with longer terms and fixed interest rates begin to adjust to variable interest rates adjusted monthly. The Company expects this to result in improvement to the net interest spread.



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##### Table of Contents

Gain on Sale of Student Loans



In general, the Company currently sells the majority of the loans it originates in the traditional lender-list marketing
channel, SLX, while retaining loans originated in the consolidation marketing channel. The SLX business is rather seasonal as the majority of the loans are originated in the August/September/October and January/February/March time frames, which
correspond to the college disbursement calendar. For the three months ended June 30, 2003 the Company recorded approximately $631,000 as gain on the sale of student loans from SLX, compared with $37,000 during the three months ended June 30, 2002.
This increase from the second quarter of 2002 to the second quarter of 2003 is attributable to having a full year of operations leading into the quarter whereas the second quarter of 2002 was the first full quarter of operations for SLX.



From time to time the Company may elect also to sell some portion of its consolidation
loans. Accordingly, in addition to the sale of loans generated in the SLX business during the quarter ended June 30, 2003, the Company chose to sell approximately $41,200,000 of consolidation loans. This resulted in additional gain on sale of
approximately $1,730,000 for the three months ended June 30, 2003 compared to no sales from this source in the quarter ended June 30, 2002. As a result, the Company had total gain on sale during the quarter ended June 30, 2003 of approximately
$2,360,000 compared to $37,000 during the same period in 2002.



For the six months ended June 30, 2003 and 2002





Earnings Summary



For the six months ended June 30, 2003, the Companys net loss was $3.4 million, or $0.30 per share, compared to a net loss of $8.9 million, or $0.91 per share for the six months ended June 30, 2002. The
decreased loss for the six months ended June 30, 2003 as compared to June 30, 2002 is primarily attributable to the sale of approximately $247 million of consolidation loans (the Company sold the consolidation loans during the period to raise cash
for operations) which resulted in a gain on sale of roughly $8.5 million. Also contributing to the reduced loss in the six months ended June 30, 2003 as compared to the six months ended June 30, 2002 are the higher revenues generated by higher loan
balances in the six months ended June 30, 2003 than in the six months ended June 30, 2002, partially offset by correspondingly higher interest related expenses, loan servicing fees and operating expenses. Included in the Companys operating
expenses are payments made to marketing partners who advertise, identify and attract potential borrowers for the Company. As the loan volume for a particular period increases, marketing partner fees also increase. These marketing partner fees are a
significant portion of the Companys expenses and include the non-cash charge of approximately $1,463,000 related to vesting and mark-to-market adjustments of the performance based options awarded to certain marketing partners discussed in Note
1 to the consolidated financial statements. During the six months ended June 30, 2003, marketing partner fees represented 58% of the total operating expenses of the Company. Since the Company only earns an interest spread on the loans carried on its
balance sheet, the marketing partner fee expense along with other sales and marketing expenses results in significant losses until such time as a significant scale of student loan assets is reached on the balance sheet. Additionally, during the six
months ended June 30, 2003 the Company increased its student loan asset base from the balance at December 31, 2002 by roughly $812 million to approximately $2.2 billion.





Net Interest Income and Interest Income after Provision for
Loan Losses



Net interest income is derived largely from the Companys
portfolio of student loans that remain on the balance sheet and is the spread between interest earned on student loans and the Companys cost of generating that interest income. These costs include interest expense on the warehouse facility and
permanent financings, fees paid to a third party servicer to service the loans, mark-to-market adjustments related to interest rate swaps that have not been designated as cash flow hedges, fees paid to the Department of Education and amortization of
premiums paid to acquire student loans. All servicing of the Companys student loans is outsourced to third party servicers. Net interest income for the six months ended June 30, 2003 was $13,335,000. This was comprised of gross interest income
of approximately $34,806,000 less interest costs of approximately $21,471,000. Interest costs include interest related expenses of $19,103,000, a mark-to-market adjustment of $605,000 related to the interest rate swap entered into during the fourth
quarter of 2002 and loan servicing and other fees of $1,763,000. For the six months ended June 30, 2003, net interest income after the provision for loan losses was approximately $12,347,000. Net interest income for the six months ended June 30,
2002 was $1,550,000. This was comprised of gross interest income of approximately $5,470,000 less costs of interest income of approximately $3,920,000. Costs of interest income include interest related expenses of $3,324,000 and loan servicing and
other fees of $596,000 for the six months ended June 30, 2002. Net interest income after the provision for loan losses was approximately $1,245,000 for the six



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##### Table of Contents

months ended June 30, 2002. The increase in the net interest income earned by the Company during the six months ended June 30, 2003 compared to the six
months ended June 30, 2002 is a direct result of the increase in the student loan assets held by the Company at June 30, 2003. In addition, because the majority of the student loans held by the Company are consolidation loans (100% of the loans on
its balance sheet at December 31, 2001 and approximately 97% of the loans on its balance sheet at December 31, 2002 and June 30, 2003) which carry a fixed interest rate, coupled with the fact the Companys borrowing costs have decreased (a
function of the declining interest rate environment of the economy since June 30, 2002), the Companys spread has increased which is reflected in the increased net interest income. A majority of the student loans held by the Company have been
financed with proceeds from both the warehouse loan facility (variable interest rate financing based upon the commercial paper rate of the financial institution providing the facility) and the Series 2002 Notes (part of these notes bear interest on
a variable rate basis adjusted monthly and part of these notes are fixed for a period of as long as 13 months before they begin to adjust monthly). Assuming a continued low interest rate environment, the Companys interest cost will continue to
decrease when the portions of the Series 2002 Notes with longer terms and fixed interest rates begin to adjust to variable interest rates adjusted monthly. This will result in improvement to the net interest spread.





Gain on Sale
of Student Loans



In general, the Company currently sells the majority of
loans it originates in the traditional lender-list marketing channel, SLX, while retaining loans originated in the consolidation marketing channel. The SLX business is rather seasonal as the majority of the loans are originated in the
August/September/October and January/February/March time frames which correspond to the college disbursement calendar. For the six months ended June 30, 2003 approximately $1,570,000 was booked as gain on the sale of student loans from this entity
compared with $41,000 during the six months ended June 30, 2002. The increase from the six months ended June 30, 2002 to the six months ended June 30, 2003 is attributable to having a full year of operations leading into the period, whereas SLX had
only commenced operations in the first quarter of 2002 and therefore had neither a full six months of activity, nor an established pipeline from which to draw.



From time to time the Company may elect also to sell some portion of its consolidation loans. Accordingly, in addition to the sale of loans generated in the SLX
business during the six months ended



June 30, 2003, the Company chose to sell
approximately $247,000,000 of consolidation loans. This resulted in additional gain on sale of approximately $8,532,000 for the six months ended June 30, 2003 compared to no sales from this source in the first six months of 2002. As a result, the
Company had total gain on sale during the six months ended June 30, 2003 of roughly $10,102,000 compared to $41,000 during the same period in 2002.





LIQUIDITY AND CAPITAL RESOURCES



At June 30, 2003, the Company had operating cash and cash equivalents of approximately
$2,963,000 (excluding restricted cash and investments). Since inception, the Company has financed its operations from debt and equity financings. During the three and six months ended June 30, 2003, the Company used cash of approximately $9,256,000
and $9,948,000, respectively, to fund its operations. During the three and six months ended June 30, 2003, the Company acquired property and equipment of approximately $399,000 and $575,000, respectively. At June 30, 2003, the Company had advances
of roughly $310,094,000 outstanding against its warehouse loan facilities, reflecting $89,928,000 in net payments to the warehouse line during the six months then ended. The Company holds $984,500,000 and $993,568,000 from its Auction Rate Education
Loan Backed Notes (Series 2002 Notes and Series 2003 Notes, respectively) at June 30, 2003. During the six months ended June 30, 2003, the Companys net recorded loans increased $811,864,000 to $2,160,918,000. During the
three and six months ended June 30, 2003, the Company received proceeds of approximately $154,000 and $328,000, respectively, net of issuance costs, for the purchase of 130,334 and 292,500 shares of common stock in connection with the exercise of
warrants and stock options.





|Item 3. |  | Controls and Procedures
|------- |  | -----------------------



Based on
their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB/A, our principal executive officer and principal financial officer believe our disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) require specific modifications to insure that all financial reporting and disclosures are accurate. We are in the process of developing improved internal control processes and expect to implement them during the first quarter of
2004. We believe these changes will enhance the accuracy of all future financial reports.



12



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##### Table of Contents

|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



| | (a) |  | Exhibits.
| | --- |  | ---------



The exhibits listed below are filed as part of this document.



|              |  |                                                                                                                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                    
|              | 
|10.1*         |  | Amendment No. 3 to Indenture dated October 18, 2002, among Education Funding Resources, LLC, Corporate Receivables Corporation, Corporate Asset Funding Company, Inc., certain financial
institutions from time to time party thereto, Citicorp North America, Inc., Fifth Third Bank and Education Lending Services, Inc., dated July 1, 2003.
|              | 
|31.1          |  | CEO Certification under Sarbanes-Oxley Act (Section 302)                                                                                                                                                                                                                                                                                       
|              | 
|31.2          |  | CFO Certification under Sarbanes-Oxley Act (Section 302)                                                                                                                                                                                                                                                                                       
|              | 
|32.1          |  | CEO Certification under Sarbanes-Oxley Act (Section 906)                                                                                                                                                                                                                                                                                       
|              | 
|32.2          |  | CFO Certification under Sarbanes-Oxley Act (Section 906)                                                                                                                                                                                                                                                                                       



| | (b) |  | Form 8-K.
| | --- |  | ---------



During the last quarter, the Company filed one Report on Form 8-K dated May 14, 2003.

---



|* |  | Previously filed
|- |  | ----------------



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##### Table of Contents

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: February 27, 2004 |  |  |  | EDUCATION LENDING GROUP, INC.
|                        |  |  | 
|                        |  |  |  | By:                           |  | /s/    JAMES G. CLARK                                               
|                        |  |  |  | Name:                         |  | James G. Clark                                                      
|                        |  |  |  | Title:                        |  | Chief Financial Officer (Principal Financial and Accounting Officer)



14