##### 



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from     to
Commission File Number 333-79328

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
(Exact name of registrant as specified in its charter)

NEW YORK
(State or other jurisdiction of incorporation or organization)

36-7051620
(I.R.S. Employer Identification Number)

2201 Cooperative Way, Herndon, VA 20171-3025
(Address of principal executive offices)
(Registrants telephone number, including area code, is 703-709-6700)

Securities Registered pursuant to Section 12(b) of the Act: None.

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 ______

The Registrant has no common or voting stock.

DOCUMENTS INCORPORATED BY REFERENCE:

None.





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##### 



|        |  |                  
|------- |  | -----------------
|Part I  |  |                  
|       
|Item 3. |  | Legal Proceedings



| |      
| | -----
| | None.

|        |  |                                                    
|------- |  | ---------------------------------------------------
|Item 4. |  | Submission of Matters to a Vote of Security Holders



| |      
| | -----
| | None.

|        |  |                                                                          
|------- |  | -------------------------------------------------------------------------
|Part II |  |                                                                          
|       
|Item 5. |  | Market for the Registrants Common Equity and Related Stockholder Matters



| | a) |  | There is no established trading market for the certificates representing ownership of the
beneficial interest in the Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (Trust).
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | As of December 31, 2002 there were three record holders of certificates representing ownership of
the beneficial interest in the Trust.                                                   

|        |  |                                            
|------- |  | -------------------------------------------
|Item 8. |  | Financial Statements and Supplementary Data



| |                                           
| | ------------------------------------------
| | See attached audited financial statements.

|        |  |                                                                                     
|------- |  | ------------------------------------------------------------------------------------
|Item 9. |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 22, 2002, National Rural Utilities Cooperative Finance Corporation (CFC) as servicer
for the Trust rescinded an earlier decision to retain Arthur Andersen LLP as independent public
accountants for the audit of its fiscal year ending December 31, 2002. On April 16, 2002, CFC
engaged Ernst & Young LLP as its independent public auditors for the year ended December 31,
2002. CFCs Board of Directors approved the dismissal of Arthur Andersen LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Arthur Andersen LLPs reports on CFCs financial statements for fiscal year ended December 31,
2000 and 2001 did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | During the fiscal years ended December 31, 2000 and 2001 there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to Arthur Andersen LLPs satisfaction,
would have caused them to make reference to the subject matter of the disagreement in connection
with their report on the Trusts financial statements for such years. During such period there
also were no reportable events (as defined in
Item 304(a)(1)(v) of Regulation S-K promulgated
by the SEC), and the Trust did not (nor did anyone on its behalf) consult with Ernst & Young LLP
with respect to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Trusts
financial statements, or any other matters or events set forth in item 304(a)(2)(i) or (ii) of
Regulation S-K.
|
| | The Trust provided Arthur Andersen LLP with a copy of the above disclosures. In a letter dated
April 26, 2002, Arthur Andersen LLP confirmed its agreement with such statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|         |  |                                               
|-------- |  | ----------------------------------------------
|Part III |  |                                               
|        
|Item 13. |  | Certain Relationships and Related Transactions



| |      
| | -----
| | None.

2



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##### 



|         |  |                                                                   
|-------- |  | ------------------------------------------------------------------
|Part IV  |  |                                                                   
|        
|Item 15. |  | Exhibits and Financial Statement Schedules and Reports on Form 8-K
|        
|         |  | The following documents are filed as part of this report:         



| | 1. |  | Financial Statements                                                                  
| | -- |  | --------------------------------------------------------------------------------------
| |    |  | Report of Independent Auditors                                                        
| |    |  | Report of Independent Public Accountants                                              
| |    |  | Statements of Assets and Liabilities as of December 31, 2002 and 2001                 
| |    |  | Statements of Income and Expenses for the Years Ended December 31, 2002, 2001 and 2000
| |    |  | Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000         
| |    |  | Notes to Financial Statements                                                         
|
| | 2. |  | Financial Statement Schedules are omitted because they are inapplicable.              
|
| | 3. |  | Exhibits                                                                              

|        |  |                                                                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                     
|Number  |  | Description of Exhibit                                                                                                                                                                              
|        |  |                                                                                                                                                                                                     
|4.1     |  | Form of Trust Agreement, including the form of
Rural Electric Cooperative Grantor Trust
Certificate (incorporated by reference to
Exhibit 4.1 to Registration Statement on form
S-1 [No. 33-79328].)
|4.2     |  | Loan Agreement (incorporated by reference to
Exhibit 10.1 to Registration Statement on Form
S-1 [No. 33-79328].)                                                                                    
|10.2    |  | Loan Guarantee and Servicing Agreement
(incorporated by reference to Exhibit 10.2 to
Registration Statement on Form S-1 [No.
33-79328].)                                                            
|12      |  | Computation of ratio of margins to fixed charges.                                                                                                                                                   
|99.1    |  | Certification of the Chief Executive Officer
required by Section 906 of the Sarbanes-Oxley
Act of 2002.                                                                                             
|99.2    |  | Certification of the Chief Financial Officer
required by Section 906 of the Sarbanes-Oxley
Act of 2002.                                                                                             



| | b) |  | Forms 8-K dated September 16, 2002, March 15, 2002 and April 23, 2002.                
| | -- |  | --------------------------------------------------------------------------------------
| |    |  | Form 8-K/A dated April 29, 2002.                                                      
| |    |  | Semi-annual Reports to Certificateholders dated September 16, 2002 and March 15, 2002.

Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered
securities pursuant to Section 12 of the Act.

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders, and the Registrant does
not presently contemplate sending any such material subsequent to the filing of this report.

3



---



##### 



Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of
Virginia on the 31st day of March, 2003.



| | RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
| | ----------------------------------------------------------



| | By:   NATIONAL RURAL UTILITIES COOPERATIVE
             FINANCE CORPORATION as Servicer
| | ---------------------------------------------------------------------------------------



| | By:   /s/ Sheldon C. Petersen
         Sheldon C. Petersen, Governor and
             Chief Executive Officer
| | -------------------------------------------------------------------------------------------------------------

4



---



##### 



Report of Independent Auditors

To the Trustee of    Rural
Electric Cooperative Grantor Trust        (SOYLAND) 1993-B2,
and

To the Board of Directors of    National
Rural Utilities Cooperative        Finance
Corporation

We have audited the accompanying statement of assets and liabilities of Rural
Electric Cooperative Grantor Trust (SOYLAND) 1993-B2 (the Trust) as of
December 31, 2002 and the related statements of income and expenses and cash
flows for the year then ended. These financial statements are the
responsibility of the Trusts management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the Trust as of December 31, 2001 and for the years ended
December 31, 2001 and 2000, were audited by other auditors who have ceased
operations and whose report dated March 27, 2002 expressed an unqualified
opinion on these statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rural Electric Cooperative
Grantor Trust (SOYLAND) 1993-B2 at December 31, 2002 and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.



| | Ernst & Young LLP
| | -----------------

McLean, Virginia
March 20, 2003

5



---



##### 



This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with the grantor trusts filing on Form 10-K for the year ended
December 31, 2001. This audit report has not been reissued by Arthur Andersen
LLP in connection with this filing on Form 10-K.

Report of Independent Public Accountants

To the Trustee of    Rural
Electric Cooperative Grantor Trust        (SOYLAND) 1993-B2,
and

To the Board of Directors of    National
Rural Utilities Cooperative        Finance
Corporation

We have audited the accompanying statements of assets and liabilities of Rural
Electric Cooperative Grantor Trust (SOYLAND) 1993-B2 (the Trust) as of
December 31, 2001 and 2000, and the related statements of income and expenses
and cash flows for each of the three years in the period ended December 31,
2001. These financial statements are the responsibility of the Trusts
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rural Electric Cooperative
Grantor Trust (SOYLAND) 1993-B2 as of December 31, 2001 and 2000, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

Arthur Andersen LLP

Vienna, Virginia
March 27, 2002

6



---



##### 



RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2002 AND 2001

|                                                      |                   |      |            |            |  |   |            |            | 
|----------------------------------------------------- | ----------------- | ---- | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                      |                   | 2002 |            | 2001      
|                                                      |                   |      |            |           
|ASSETS                                                |                   |      |            |            |  |   |            |           
|Interest receivable                                   |                   | $    | 911,559    |            |  | $ | 1,000,960  |           
|Notes receivable                                      |                   |      | 32,730,000 |            |  |   | 35,940,000 |           
|                                                      |                   |      |            |            |  |   |            |           
|                                                      | Total Assets      |      | $          | 33,641,559 |  |   | $          | 36,940,960 | 
|                                                      |                   |      |            |            |  |   |            |           
|LIABILITIES                                           |                   |      |            |            |  |   |            |           
|Interest payable-Grantor Trust Certificates           |                   | $    | 888,210    |            |  | $ | 975,322    |           
|Conversion and servicer fees payable                  |                   |      | 23,349     |            |  |   | 25,638     |           
|Rural Electric Cooperative Grantor Trust Certificates |                   |      | 32,730,000 |            |  |   | 35,940,000 |           
|                                                      |                   |      |            |            |  |   |            |           
|                                                      | Total Liabilities |      | $          | 33,641,559 |  |   | $          | 36,940,960 | 
|                                                      |                   |      |            |            |  |   |            |           

See accompanying notes.

7



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##### 



RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF INCOME AND EXPENSES
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

|                               |                             |                |           |           |           |      |           |           |           |  |           |           |           | 
|------------------------------ | --------------------------- | -------------- | --------- | --------- | --------- | ---- | --------- | --------- | --------- |  | --------- | --------- | --------- | 
|                               |                             |                |           | 2002      |           | 2001 |           | 2000     
|                               |                             |                |           |           |           |      |           |          
|INCOME                         |                             |                |           |           |           |      |           |           |           |  |           |          
|                               | Interest on note receivable |                | $         | 2,990,477 |           |      | $         | 3,249,362 |           |  | $         | 3,485,987 |          
|EXPENSES                       |                             |                |           |           |           |      |           |           |           |  |           |          
|Interest to certificateholders |                             |                | 2,913,879 |           |           |      | 3,166,132 |           |           |  | 3,396,697 |          
|Conversion and servicer fees   |                             |                | 76,598    |           |           |      | 83,230    |           |           |  | 89,290    |          
|                               |                             |                |           |           |           |      |           |           |           |  |           |          
|                               |                             | Total Expenses |           |           | 2,990,477 |      |           |           | 3,249,362 |  |           |           | 3,485,987 | 
|                               |                             |                |           |           |           |      |           |           |           |  |           |          
|                               |                             | Net Income     |           | $         |          |      |           | $         |          |  |           | $         |          | 
|                               |                             |                |           |           |           |      |           |           |           |  |           |          

See accompanying notes

8



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##### 



RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |            |         |  
|------------------------------------- | ----------------------------------------- | --------------------------------- | - | ---------- | ------- | ---- | - | ---------- | ------- | - | - | ---------- | ------- | -
|                                      |                                           |                                   |   | 2002       |         | 2001 |   | 2000      
|                                      |                                           |                                   |   |            |         |      |   |           
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|                                      | Interest received on note receivable      |                                   | $ | 3,079,878  |         |      | $ | 3,330,966  |         |   | $ | 3,560,627  |        
|                                      | Interest paid to certificateholders       |                                   |   | (3,000,991 | )       |      |   | (3,245,645 | )       |   |   | (3,469,425 | )      
|                                      | Fees paid to servicer                     |                                   |   | (78,887    | )       |      |   | (85,321    | )       |   |   | (91,202    | )      
|                                      | Principal received on note receivable     |                                   |   | 3,210,000  |         |      |   | 2,930,000  |         |   |   | 2,680,000  |        
|                                      | Principal paid to certificate holders     |                                   |   | (3,210,000 | )       |      |   | (2,930,000 | )       |   |   | (2,680,000 | )      
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|                                      | Net cash provided by operating activities |                                   |   |           |         |      |   |           |         |   |   |           |        
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|NET CHANGE IN CASH:                   |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|CASH, beginning of year               |                                           |                                   |  |            |         |      |  |            |         |   |  |           
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|CASH, end of year                     |                                           | $                                 |  |            |         | $    |  |            |         | $ |  |           
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|ACCRUAL TO CASH BASIS RECONCILIATION: |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|                                      | Accrual basis income                      |                                   | $ |           |         |      | $ |           |         |   | $ |           |        
|                                      | Change in accrual accounts:               |                                   |   |            |         |      |   |            |         |   |   |            |        
|                                      |                                           | Decrease in interest receivable   |   |            | 89,401  |      |   |            | 81,604  |   |   |            | 74,640  |  
|                                      |                                           | Decrease in interest payable      |   |            | (87,112 | )    |   |            | (79,513 | ) |   |            | (72,728 | )
|                                      |                                           | Decrease in servicer fees payable |   |            | (2,289  | )    |   |            | (2,091  | ) |   |            | (1,912  | )
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|                                      |                                           | Total change in accrual accounts  |   |            |        |      |   |            |        |   |   |            |        |  
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           
|                                      | Net cash provided by operating activities |                                   | $ |           |         |      | $ |           |         |   | $ |           |        
|                                      |                                           |                                   |   |            |         |      |   |            |         |   |   |           

See accompanying notes.

9



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##### 



RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001



|1. |  | ORGANIZATION AND OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2 (the
Trust) was formed under a Trust Agreement dated October 1,
1993 among National Rural Utilities Cooperative Finance
Corporation (CFC), Soyland Power Cooperative, Inc. (the
Cooperative) and Bank One, formerly The First National Bank
of Chicago (the Trustee). On that date, CFC made a loan to
the Cooperative which issued a note (the Note), evidencing
the borrowing, to the Trust. The Trust issued to CFC, Rural
Electric Cooperative Grantor Trust (Soyland) 8.35%
Certificates, due 2009 (the Certificates) in the amount of
$44,000,000. The Certificates are solely the obligations of
the Trust and are not insured or guaranteed by CFC, the
Cooperative, the Trustee, the Rural Utilities Service (RUS)
of the United States Department of Agriculture (USDA) nor any
other governmental agency. Each Certificate represents an
undivided fractional interest in the Trust. CFC is the
depositor of the Trust and acts as servicer of the Note. CFC
filed, on behalf of the Trust, a Registration Statement on Form
S-1 (Registration No. 33-79328) which became effective on May
24, 1994, and resold the Certificates thereunder. The offering
of the Certificates occurred on October 6, 1994.
|  
|   |  | The assets of the Trust consist primarily of the Note, bearing
interest at 8.43% and maturing 2009, which is guaranteed (the
Guarantee) as to timely payment of principal and interest by
the United States of America, acting through the Administrator
of RUS. The amounts of principal and interest payments on the
Note held by the Trust are sufficient to cover the scheduled
principal and interest payments on the Certificates issued by
the Trust and the scheduled servicer fees. The General Counsel
of the USDA has issued an opinion that the Guarantee is
supported by the full faith and credit of the United States of
America. The Cooperative has defaulted under its agreement.
RUS makes the principal and interest payments on the Note under
its Guarantee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | The Trust also receives a conversion fee of .1395% from the
Cooperative. This fee was derived when the Note from the
Cooperative was converted from a variable to a fixed interest
rate. The fee is paid over the term of the Note as a yield
adjustment. The conversion fee is passed through to the
servicer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | Debt service and servicer fee payments on the Note are made to
the Trustee semi-annually (March 4 and September 4) by the
Cooperative. The Trustee deposits all such receipts in the
Trust account. The Trustee is authorized by the Trust
Agreement to invest all funds in the Trust account at the
direction of CFC in certain eligible investments that mature no
later than the business day preceding the day (March 15 and
September 15) such amounts are to be distributed to the
certificate holders and the servicer. The interest earned on
the investments is distributed to the Cooperative. Any funds
that are not so invested must be held by the Trustee in the
Trust account. The Trustee may not reinvest any returns of
principal or investment earnings on eligible investments and
the Trustee may not sell any eligible investment prior to its
maturity except, at the direction of CFC, to preserve the value
of the corpus of the Trust.                                                                                                                                                                                                                                                                                                                                
|  
|   |  | On or before five business days after each date on which
payments are made on the Certificates, the Trustee is obligated
to supply the holders of such Certificates a report provided by
the servicer, which includes certain pertinent information as
to how the payment is to be allocated to principal, interest,
servicer fees and premium, if any, as well as the principal
balance outstanding after such payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | The fiscal year of the Trust is the calendar year. Within the
prescribed period of time for tax reporting purposes, after the
end of each calendar year during the term of the Trust
Agreement, the Trustee is obligated to prepare and mail to each
certificate holder of record for the Trust, at any time during
such year, a report setting forth the information as is
reasonably necessary for the preparation of such certificate
holders Federal income tax return.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

10



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##### 





| |  | Principal payments on the Certificates began in 1999 and are scheduled to be repaid over
a period of eleven years. The principal payments over the next five years and
thereafter are as follows:
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|           |  |   |            | 
|---------- |  | - | ---------- | 
|2003       |  | $ | 3,510,000  | 
|2004       |  |   | 3,840,000  | 
|2005       |  |   | 4,205,000  | 
|2006       |  |   | 4,600,000  | 
|2007       |  |   | 5,035,000  | 
|Thereafter |  |   | 11,540,000 | 
|           |  |   |            | 
|Total      |  | $ | 32,730,000 | 
|           |  |   |            | 



|   |  | The Certificates are not subject to redemption prior to September 15, 2003. Thereafter,
such Certificates are subject to optional redemption, in whole and without premium, upon
redemption or purchase of the related Note. The Trust Agreement will terminate after
payment in full has been made on the Certificates issued thereunder.                                                                                                                                                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | TAX STATUS OF THE TRUST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | Milbank, Tweed, Hadley & McCloy, Counsel to CFC, has advised CFC with respect to the
Trust that, in its opinion, (i) the Trust will not be classified as an association
taxable as a corporation, but will be classified as a grantor trust and (ii) each
certificate holder will be treated for Federal income tax purposes as the owner of an
undivided fractional interest in each of the assets held by the Trust.
It is expected that the Trust will not have any liability for Federal or state income
taxes for the current or future years.                                                                        
|  
|3. |  | NOTE RECEIVABLE, INTEREST, CONVERSION AND SERVICER FEE ACCOUNTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The Trust accounts for its note receivable at cost. No allowance for loan losses has
been recorded due to the guarantee provided by the United States of America.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The Trust records interest income as it is earned and accrues interest expense,
conversion fees and servicer fees as they are incurred. Servicer fees represent .08% of
the outstanding principal balance of the Note and conversion fees represent .1395% of
the outstanding balance of the Note.                                                                                                                                                                                                                                                                                                                         
|  
|4. |  | FAIR VALUE OF FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during the
reported period. The estimates involve judgments with respect to, among other things,
various future factors which are difficult to predict and are beyond the control of the
Trust. With regards to the fair values below, actual amounts could differ from these
estimates.
|  
|   |  | The following disclosure of the estimated fair value of financial instruments is made in
accordance with Statement of Financial Accounting Standards No. 107, Disclosure about
Fair Value of Financial Instruments. Whenever possible, the estimated fair value
amounts have been determined using quoted market information as of December 31, 2002 and
2001, along with other valuation methodologies. Below is a summary of significant
methodologies used in estimating fair value amounts and a schedule of fair values at
December 31, 2002 and 2001.                                                              
|  
|   |  | The carrying amounts reported for interest receivable, interest payable, and conversion
and servicer fees payable approximate fair values due to the short-term maturity of
these instruments.                                                                                                                                                                                                                                                                                                                                                                                                                             

11



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##### 





| |  | Note Receivable                                                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for
the same remaining maturities.                                                   
|
| |  | Rural Electric Cooperative Grantor Trust Certificates
The fair value of the Certificates is estimated using quoted treasury yields, plus an appropriate credit spread for similar notes carrying the same credit ratings over the
same remaining maturities.
|
| |  | The carrying and estimated fair values of the Trusts financial instruments as of December 31, 2002 and 2001
are as follows:                                                                                                                                

|                                                         |  |   |            |  |       |   |            |  |       |   |            |  |  |   |            |  | 
|-------------------------------------------------------- |  | - | ---------- |  | ----- | - | ---------- |  | ----- | - | ---------- |  |  | - | ---------- |  | 
|                                                         |  |   | 2002       |  | 2001 
|                                                         |  |   | Carrying   |  | Fair  |   | Carrying   |  | Fair 
|                                                         |  |   | Value      |  | Value |   | Value      |  | Value
|                                                         |  |   |            |  |       |   |            |  |      
|Assets:                                                  |  |   |            |  |       |   |            |  |       |   |            |  |  |   |            | 
|Interest receivable                                      |  | $ | 911,559    |  |       | $ | 911,559    |  |       | $ | 1,000,960  |  |  | $ | 1,000,960  | 
|Note receivable                                          |  |   | 32,730,000 |  |       |   | 37,070,302 |  |       |   | 35,940,000 |  |  |   | 40,962,918 | 
|Liabilities:                                             |  |   |            |  |       |   |            |  |       |   |            |  |  |   |            | 
|Interest payable  Grantor                               |  |   | 888,210    |  |       |   | 888,210    |  |       |   | 975,322    |  |  |   | 975,322    | 
|Trust Certificates                                       |  |   |            |  |       |   |            |  |       |   |            |  |  |   |            |  | 
|Conversion and servicer
fees payable                     |  |   | 23,349     |  |       |   | 23,349     |  |       |   | 25,638     |  |  |   | 25,638     | 
|Rural Electric Cooperative Grantor
   Trust Certificates |  |   | 32,730,000 |  |       |   | 37,086,436 |  |       |   | 35,940,000 |  |  |   | 41,005,206 | 

12



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##### 



National Rural Utilities Cooperative Finance Corporation
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

I, Sheldon C. Petersen, certify that:



|1. |  | I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing of reports filed in
respect of periods included in the year covered by this annual report
of the Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2;                                                                                         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this annual
report;        
|  
|3. |  | Based on my knowledge, the servicing information required to be
provided to the trustee by the servicer under the pooling and
servicing agreement is included in these reports;                                                                                                                                                                                        
|  
|4. |  | I am responsible for reviewing the activities performed by the
servicer under the pooling and servicing agreement and based upon the
review required under the pooling and servicing agreement, and except
as disclosed in the report, the servicer has fulfilled its obligations
under the servicing agreement; and                                                   
|  
|5. |  | I have disclosed to the registrants certified public accountants all
significant deficiencies relating to the servicers compliance with
the minimum servicing standards in accordance with a review conducted
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the pooling and servicing
agreement.

|                     |  |                                                                    
|-------------------- |  | -------------------------------------------------------------------
|Date: March 27, 2003 |  | /s/ SHELDON C. PETERSEN
Sheldon C. Petersen
Chief Executive Officer

13



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##### 



National Rural Utilities Cooperative Finance Corporation
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

I, Steven L. Lilly, certify that:



|1. |  | I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing of reports filed in
respect of periods included in the year covered by this annual report
of the Rural Electric Cooperative Grantor Trust (Soyland) 1993-B2;                                                                                         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this annual
report;        
|  
|3. |  | Based on my knowledge, the servicing information required to be
provided to the trustee by the servicer under the pooling and
servicing agreement is included in these reports;                                                                                                                                                                                        
|  
|4. |  | I am responsible for reviewing the activities performed by the
servicer under the pooling and servicing agreement and based upon the
review required under the pooling and servicing agreement, and except
as disclosed in the report, the servicer has fulfilled its obligations
under the servicing agreement; and                                                   
|  
|5. |  | I have disclosed to the registrants certified public accountants all
significant deficiencies relating to the servicers compliance with
the minimum servicing standards in accordance with a review conducted
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the pooling and servicing
agreement.

|                     |  |                                                            
|-------------------- |  | -----------------------------------------------------------
|Date: March 27, 2003 |  | /s/ STEVEN L. LILLY
Steven L. Lilly
Chief Financial Officer

14



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##### 



RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND) 1993-B2

Exhibit Index

|        |  |                                                                                                        
|------- |  | -------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                        
|Number  |  | Description of Exhibit                                                                                 
|        |  |                                                                                                        
|12      |  | Computation of ratio of margins to fixed charges.                                                      
|99.1    |  | Certification of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
|99.2    |  | Certification of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

15