|SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                                              
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|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, 2003                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                
|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 XNo __                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                
|The Registrant is not an accelerated filer.                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                
|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 Mattersa)
    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, 2003 there were three record holders of certificates
      representing ownership of the beneficial interest in the Trust. Item 8.
    Financial Statements and Supplementary DataSee attached audited financial statements.Item 9.
    Changes in and Disagreements with Accountants on
      Accounting and Financial DisclosureOn 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 report
      on CFC's financial statements for fiscal year ended December 31, 2001
      did not contain an adverse opinion or disclaimer of opinion, nor was it
      qualified or modified as to uncertainty, audit scope or accounting
      principles.During the fiscal years ended
      December 31, 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 year. 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 IIIItem 13.
    Certain Relationships and Related TransactionsNone. 2Part IVItem 15.
    Exhibits and Financial Statement Schedules and Reports
      on Form 8-KThe following documents are filed as part of this
      report:1.
    Financial StatementsReport of Independent Public AccountantsAuditorsReport of Independent Public AccountantsStatements of Assets and Liabilities as of December 31,
      2003 and 2002Statements of Income and Expenses for the Years Ended
      December 31, 2003, 2002 and 2001Statements of Cash Flows for the Years Ended December
      31, 2003, 2002 and 2001Notes to Financial Statements2.
    Financial Statement Schedules are omitted because they
      are inapplicable.3.
    ExhibitsExhibitNumber
    
    Description of Exhibit4.1
    
    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.31.1
    
    Certification of the Chief
      Executive Officer required
      by Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer required
      by Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer required
      by Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer required
      by Section 906 of the Sarbanes-Oxley Act of 2002.b)
    Forms 8-K dated March 19, 2003 and September 17, 2003.Semi-annual Reports to Certificateholders dated March
      19, 2003 and September 17, 2003.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 29th day of March,
      2004.RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2By:
    NATIONAL RURAL UTILITIES COOPERATIVEFINANCE CORPORATION as ServicerBy:
    /s/ Sheldon C. PetersenSheldon C. Petersen, Governor andChief Executive Officer4

Report of Independent Public AccountantsAuditorsTo the Trustee ofRural Electric Cooperative Grantor Trust(SOYLAND) 1993-B2, andTo the Board of Directors ofNational Rural Utilities CooperativeFinance CorporationWe have audited the accompanying statements
      of assets and liabilities of Rural Electric Cooperative Grantor Trust (SOYLAND)
      1993-B2 (the "Trust") as of December 31, 2003 and 2002 and the
      related statements of income and expenses and cash flows for the years
      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 audits. The statements of income and
      expenses, changes in deficit and cash flows for the year ended December
      31, 2001, 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 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 at
      December 31, 2003 and 2002 and the results of its operations and its cash
      flows for the years then ended in conformity with accounting principles
      generally accepted in the United States.Ernst & Young LLPMcLean, VirginiaMarch 19, 20045This 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 AccountantsTo the Trustee ofRural Electric Cooperative Grantor Trust(SOYLAND) 1993-B2, andTo the Board of Directors ofNational Rural Utilities CooperativeFinance CorporationWe 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 LLPVienna, VirginiaMarch 27, 20026
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2STATEMENTS OF ASSETS AND LIABILITIESDECEMBER 31, 2003 AND 2002

ASSETS
    2003
    
    2002Interest receivable
    $
    813,803
    
    
    $
    911,559Notes receivable
    
    29,220,000
    
    
    
    32,730,000Total Assets
    $
    30,033,803
    
    
    $
    33,641,559LIABILITIESInterest payable-Grantor Trust Certificates
    $
    792,958
    
    
    $
    888,210Conversion and servicer fees payable
    
    20,845
    
    
    
    23,349Rural Electric Cooperative Grantor Trust Certificates
    
    29,220,000
    
    
    
    32,730,000Total Liabilities
    $
    30,033,803
    
    
    $
    33,641,559See accompanying notes.7RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2STATEMENTS OF INCOME AND EXPENSESYEARS ENDED DECEMBER 31, 2003, 2002 AND 20012003
    
    2002
    
    2001INCOMEInterest on note receivable
    $
    2,707,041
    
    
    $
    2,990,477
    
    
    $
    3,249,362EXPENSESInterest to certificateholders
    
    2,637,703
    
    
    
    2,913,879
    
    
    
    3,166,132Conversion and servicer fees
    
    69,338
    
    
    
    76,598
    
    
    
    83,230Total Expenses
    
    2,707,041
    
    
    
    2,990,477
    
    
    
    3,249,362Net Income
    $
    -
    
    
    $
    -
    
    
    $
    -See accompanying notes.8RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003
    
    
    
    2002
    
    
    
    2001CASH FLOWS FROM OPERATING ACTIVITIES:Interest received on note receivable
    $
    2,804,797
    
    
    $
    3,079,878
    
    
    $
    3,330,966Principal Interest paid to certificateholders
    
    (2,732,955
    )
    
    
    (3,000,991
    )
    
    
    (3,245,645
    )Principal received on note receivable
    
    3,510,000
    
    
    
    3,210,000
    
    
    
    2,930,000Principal paid to certificateholders
    
    (3,510,000
    )
    
    
    (3,210,000
    )
    
    
    (2,930,000
    )Fees paid to servicer
    
    (71,842
    )
    
    
    (78,887
    )
    
    
    (85,321
    )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
    
    97,756
    
    
    
    89,401
    
    
    
    81,604Decrease in interest payable
    
    (95,252
    )
    
    
    (87,112
    )
    
    
    (79,513
    )Decrease in servicer fees payable
    
    (2,504
    )
    
    
    (2,289
    )
    
    
    (2,091
    )Total change in accrual accounts
    
    -
    
    
    
    -
    
    
    
    -Net cash provided by operating activities
    $
    -
    
    
    $
    
    
    
    $See accompanying notes.9
RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2NOTES TO FINANCIAL STATEMENTSAS OF DECEMBER 31, 2003 AND 2002
1.
    ORGANIZATION AND OPERATIONSRural 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 RUS, as
      guarantor. 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.10Principal payments on the Certificates began in 1999
      and were scheduled to be repaid over a period of eleven years. The
      principal payments over the next five years and thereafter are as follows:2004
    $
    3,840,0002005
    
    4,205,0002006
    
    4,600,0002007
    
    5,035,0002008
    
    5,510,000Thereafter
    
    6,030,000Total
    $
    29,220,000
The Certificates were not subject to redemption prior
      to September 15, 2003. Hereafter, 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 TRUSTMilbank, 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
      ACCOUNTINGThe 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 Noteand
      conversion fees represent .1395% of the outstanding balance of the Note.4.
    FAIR VALUE OF FINANCIAL INSTRUMENTSUse of EstimatesThe 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, 2003 and 2002, 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, 2003 and 2002.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.Note ReceivableFair 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.11Rural Electric Cooperative Grantor Trust CertificatesThe 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, 2003 and 2002are as follows:
2003
    
    2002Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueAssets:Interest receivable
    $
    813,803
    
    
    $
    813,803
    
    
    $
    911,559
    
    
    $
    911,559Note receivable
    
    29,220,000
    
    
    
    34,612,605
    
    
    
    32,730,000
    
    
    
    37,070,302Liabilities:Interest payable - GrantorTrust Certificates
    
792,958
    
    
    
    792,958
    
    
    
    888,210
    
    
    
    888,210Conversion and servicerfees payable
    
20,845
    
    
    
    20,845
    
    
    
    23,349
    
    
    
    23,349Rural Electric CooperativeGrantor Trust Certificates
    
    29,220,000
    
    
    
    34,611,358
    
    
    
    32,730,000
    
    
    
    37,086,43612RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (SOYLAND)
      1993-B2Exhibit IndexExhibitNumber
    
    Description of Exhibit12
    
    Computation of ratio of
      income to fixed charges.31.1
    
    Certification of the Chief Executive Officer required
      by Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer required
      by Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer required
      by Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer required
      by Section 906 of the Sarbanes-Oxley Act of 2002.13