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               KeyCorp Student Loan Trust 1996-A


                 Pennsylvania Higher Education
                       Assistance Agency

                 Statement of Compliance with
             Specifically Identified Requirements


                       December 31, 1996
            (with Independent Accountants' Report)

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KPMG Peat Marwick LLP

     1500 National City Center
     1900 East Ninth Street
     Cleveland, OH 44114-3495

                Independent Accountants' Report
                -------------------------------

The First National Bank of Chicago
as Eligible Lender Trustee

We have examined Pennsylvania Higher Education Assistance
Agency's (Servicer) assertions with respect to Sections 3.03,
3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of the Sale and
Servicing Agreement dated September 1, 1996, about the
ServicerOs compliance with the servicing ofEthe KeyCorp Student
Loan Trust 1996-A student loans as of December 31, 1996, and
for the period from September 1, 1996 through December 31,
1996, as indicated in the accompanying Statement of Compliance
with Specifically Identified Requirements.  The Servicer is
responsible for the Servicer's compliance with those
requirements.  Our responsibility is to express an opinion on
the ServicerOs assertions about compliance based on our
examination.

Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence
about the ServicerOs compliance with those requirements and
performing such other procedures as we considered necessary in
the circumstances.  We believe that our examination provides a
reasonable basis for our opinion.  Our examination does not
provide a legal determination on the Servicer's compliance with
specified requirements.

In our opinion, the Servicer's assertions with respect to
Sections 3.03, 3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of
the Sale and Servicing Agreement dated October 1, 1995,
included in the accompanying Statement of Compliance with
Specifically Identified Requirements as of December 31, 1996,
and for the period from September 1, 1996 through December 31,
1996, are fairly stated in all material respects.

As more fully discussed, in the accompanying statement, the Servicer
reported some statuses to credit bureau reports erroneously during the
period.  The erroneouse reporting caused noncompliance that has been
identified in the accompanying Statement of Compliance with Specifically
Identified Requirements.

This report is intended solely for the information of
Pennsylvania Higher Education Assistance Agency, Key Bank USA,
NA, The First National Bank of Chicago, and Bankers Trust
Company.


KPMG Peat Marwick LLP


February 28, 1997



Member Firm of
KPMG International

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         PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
Statement of Compliance with Specifically Identified Requirements


Pennsylvania Higher Education Assistance Agency (PHEAA) has complied
with the specifically identified servicing requirements for the
KeyCorp Student Loan Trust 1996-A, with respect to Sections 3.03,
3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of the Sale and
Servicing Agreement dated September 1, 1996 (the Agreement),
relating to the student loans that are guaranteed as to payment of
principal and interest by PHEAA or the American Student Assistance
Corporation (ASA) and are reinsured by the Department of Education
(Financed Federal Loans) and student loans guaranteed as to payment
of principal and interest by The Education Resources Institute, Inc.
(TERI) and not reinsured by the Department of Education (Financed
Private Loans), collectively referred to as the Financed Student
Loans.

I.  COMPLIANCE
    1. Financed Federal Loans
    A. Compliance with the aforementioned Sections of the Agreement
       relating to the Financed Federal Loans is limited to the
       following federal regulations as published in the December 18,
       1992 Federal Register, Part II, Department of Education,
       34 Code of Federal Regulations (CFR), Federal Family Education
       Loan Program:  Final Regulations.
       We have complied with the following federal regulations for
       the Financed Federal Loans as of December 31, 1996, and for
       the period from September 1, 1996 to December 31, 1996:

     * 34 CFR 682.202, "Permissible Charges by Lenders to
       Borrowers"; all parts except
       for (a)(2), (b)(5), (c)-(e), and (g).

     * 34 CFR 682.208, "Due Diligence in Servicing a Loan"; all
       parts except for (b)(1)(i)-(ii), (b)(1)(v), (b)(2), (c)-(f).

     * 34 CFR 682.209, "Repayment of a Loan"; all parts except for
       (a)(2)(i), (a)(4), (d),
       (f), (g), (i), and (j); and part (b) for the period of
       September 1, 1996 through December 31, 1996.

     * 34 CFR 682.210, "Deferment"; all parts except for (a)(9) and
       (b)(6).

     * 34 CFR 682.211, "Forbearances"; all parts except for (a)(3),
       and (d).

     * 34 CFR 682.213, "Prohibition Against the Use of the Rule of
       78s."

     * 34 CFR 682.300, "Payment of Interest Benefits on Stafford
       Loans."

     * 34 CFR 682.301, "Eligibility of Borrowers for Interest
       Benefits on Stafford Loans";
       all parts except for (a) and (c).

     * 34 CFR 682.302, "Payment of Special Allowance on FFEL
       Loans"; all parts except
       for (c)(2), (c)(3), (d), and (e).

     * 34 CFR 682.304, "Methods for Computing Interest Benefit and
       Special Allowance";
       all parts except for (a), (b), and (d)(2).

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     * 34 CFR 682.305, "Procedures for Payment of Interest Benefit
       and Special Allowance"; all parts except for (a)(2)-(4),
       (b), and (c).

     * 34 CFR 682.402, "Death, Disability and Bankruptcy Payments";
       all parts except for (f), (g), and (i)-(k).

     * 34 CFR 682.411, "Due Diligence by Lenders in the Collection
       of Guaranty Agency Loans"; all parts except for (i), (j),
       (m), and (n).

     * 34 CFR 682.414, "Records, Reports, and Inspection
       Requirements for Guaranty Agency Programs"; all parts except
       for (a)(1), (a)(2), (a)(3)(K), and (b).

   B. Compliance with the aforementioned Sections of the Agreement
      relating to the Financed Federal Loans is limited to the
      following federal regulations published in the December 1,
      1995 Federal Register, Part III, Department of Education, 34
      Code of Federal Regulations (CFR), Federal Family Education
      Loan Program:  Final Rule.

      We have complied with the following federal regulations for
      the Financed Federal Loans for the period of September 1, 1996
      through December 31, 1996:

     * 34 CFR 682.209, "Repayment of a Loan"; Part (b).

   2.  Financed Private Loans
   Compliance with the aforementioned sections of the Agreement
   relating to the Financed Private Loans is limited to the
   following requirements contained in the Access Loan Programs
   Servicing Agreement between Pennsylvania Higher Education
   Assistance Agency and Society National Bank dated March 23, 1995.

    I.  "Account Servicing, Document Storage"

    IV. "Deferment and Forbearance Processing"

    VI. "Filing Claims"

II. NONCOMPLIANCE

    1.  Financed Federal Loans

    We have not complied with the following regulations for the Financed Federal
    Loans as of December 31, 1996 and for the period September 1, 1996 to
    December 31, 1996:

    *  34 CFR 682.208, "Due Diligence in Servicing a Loan"; (a), (b)(iii), and
       (b)(iv).

   2.  Financed Private Loans

   We have not complied with the following requirements as of December 31, 1996
   and for the period from September 1, 1996 to December 31, 1996:

    II.  "Delinquency Servicing"

   With respect to "Due Diligence in Servicing a Loan" under federal regulation
   34 CFR 682.208, parts (a), (b)(iii), and (b)(iv) for Financed Federal Loans,
   and Delinquency Servicing" under Section 4.08 of the Agreement for Financed
   Private Loans as noted above, the Servicier provided reporting to credit
   bureaus during the period.  However, it was determined that some stautses
   were reported erroneously.  These status conditions have been identified
   and corrected during 1996 and in early 1997.  Statuses reporting borrowers'
   delinquincies were corrected in April 1996.  In early 1997, statuses
   pertaining to the  "transfer" of loans from KeyBank ownership to the
   Trusts' ownerships were clarified.  During the period from September 1, 1996
   to December 31, 1996, these reporting status errors did not result in the
   failure to pay any Federal of Private loan guarantees for loans held in the
   Trusts.  The credit bureaus have acknowledged Servicer's correction of the
   reporting statuses and are updating their records monthly with tapes provided
   by the Servicer.  Review of individual borrowers' credit bureau reports
   reflects that all pertinent information has been reported as of February
   1997 as required under Section 4.08 of the Agreement and federal regulation
   34 CFR 682.208.