**Exhibit 19.2**

 

**March 25, 2005**

 

SallieMae, Inc.

12061Bluemont Way

Reston,VA 20190

 

and

 

ChaseManhattan Bank USA, National Association

ChristianaCenter/Ops 4

500Stanton Christiana Road

Newark,DE 19713

 

and

 

DeutscheBank Trust Company Americas

60Wall Street, 26th Floor

MSNYC 60-2606

NewYork, NY  10005

 

### **Report of IndependentAccountants**

 

# SallieMae Student Loan Trust 1997-1

 

Wehave examined management’s assertion included in the accompanying report titled*Report of Management on Compliance by Administrator*,that Sallie Mae, Inc., as the assignee of the Student Loan MarketingAssociation (the “Company”) complied, in all material respects, with the termsand conditions of Sections 2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C,2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D ofthe Administration Agreement among the Company, Chase Manhattan Bank USA,National Association, Deutsche Bank Trust Company Americas and Sallie Mae, Inc.,as Servicer, and as the successor-in-interest to Sallie Mae Servicing Corporation,(the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 1997-1, for the period January 1, 2004 through December 31, 2004.** **TheCompany’s****management is responsible for theassertion.  Our responsibility is to expressan opinion on the assertion based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants and, accordingly,included examining, on a test basis, evidence supporting management’s assertionand performing such other procedures as we considered necessary in thecircumstances.  We believe that ourexamination provides a reasonable basis for our opinion.

 

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Inour opinion, management’s assertion that the Company complied with the aforementionedrequirements during the period January 1,2004 through December 31, 2004 is fairly stated, in all materialrespects.

 

Thisreport is intended solely for the information and use of management, the boardof directors, Chase Manhattan Bank USA, National Association and Deutsche BankTrust Company Americas and is not intended to be and should not be used byanyone other than these specified parties.

 
| Very  truly yours,             |
|--------------------------------|
|                           |
| /s/ PRICEWATERHOUSECOOPERS LLP |   |
| McLean, Virginia               |   |

 

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## **Reportof Management on Compliance by Administrator**

 

Iacknowledge that as a member of management of Sallie Mae, Inc., as theassignee of the Student Loan Marketing Association (the “Company”), we areresponsible for ensuring compliance with the terms and conditions of Sections2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3,2.9, 3.1.B, 3.1.C, 3.1.D, 3.2.A, 3.2.C, and 3.2.D of the AdministrationAgreement among the Company, Chase Manhattan Bank USA, National Association,Deutsche Bank Trust Company Americas and Sallie Mae, Inc., as Servicer,and as the successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 1997-1.  We are also responsible for establishing andmaintaining effective internal control over compliance with the terms andconditions of the Agreement.

 

Wehave performed an evaluation of the Company’s compliance with the conditions ofthe Sections in the Agreement indicated above. Based on the evaluation, we assert that the Company complied, in allmaterial respects, with the terms and conditions of the Sections in theAgreement indicated above for the period January 1,2004 through December 31, 2004.

 

March 25,2005

 

 
| /s/  J. LANCE FRANKE                      |   |
|-------------------------------------------|--------|
|                                      |
| J.  Lance Franke                          |
| Senior  Vice President, Corporate Finance |

 

----

 

 

**March 25, 2005**

** **

SallieMae, Inc.

12061Bluemont Way

Reston,VA 20190

 

and

 

ChaseManhattan Bank USA, National Association

ChristianaCenter/Ops 4

500Stanton Christiana Road

Newark,DE 19713

 

and

 

DeutscheBank Trust Company Americas

60Wall Street, 26th Floor

MSNYC 60-2606

NewYork, NY  10005

 

**Report of Independent Accountants**

 

### **Sallie Mae Student Loan Trust 1997-1**

 

Wehave examined management’s assertion, included in the accompanying report titled*Report of Management on Compliance by Servicer*,that Sallie Mae, Inc., as the successor-in-interest to Sallie MaeServicing Corporation, (the “Company”) complied, in all material respects, withthe terms and conditions of Sections 2.2, 2.3, 3.1A, 3.2, 3.2B, 3.2C, 3.5A,3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, ChaseManhattan Bank USA, National Association, Deutsche Bank Trust Company Americas,and Sallie Mae, Inc., as Administrator, and as the assignee of the StudentLoan Marketing Association (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 1997-1, for the period January 1, 2004 through December 31,2004.  The Company’s management isresponsible for the assertion.  Ourresponsibility is to express an opinion on the assertion based on ourexamination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants and, accordingly,included examining, on a test basis, evidence supporting management’s assertionand performing such other procedures as we considered necessary in thecircumstances.  We believe that ourexamination provides a 

 

----

 

reasonable basis for our opinion.  Our examination does not provide a legaldetermination on the Company’s compliance with specified requirements.

 

Inour opinion, management’s assertion that the Company complied with therequirements of the Agreement during the period January 1,2004 through December 31, 2004 is fairly stated, in all materialrespects.

 

Thisreport is intended solely for the information and use of management, the boardof directors, Chase Manhattan Bank USA, National Association and Deutsche BankTrust Company Americas and is not intended to be and should not be used byanyone other than these specified parties.

 
| Very  truly yours,              |
|---------------------------------|
|                            |
| /s/  PRICEWATERHOUSECOOPERS LLP |   |
| McLean,  Virginia               |   |

 

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###### **Reportof Management on Compliance by Servicer**

 

Iacknowledge that as a member of management of Sallie Mae, Inc., as thesuccessor-in-interest to Sallie Mae Servicing Corporation (the “Company”), weare responsible for ensuring compliance with the terms and conditions ofSections 2.2,.2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and 3.15 of theServicing Agreement among the Company, Chase Manhattan Bank USA, NationalAssociation, Deutsche Bank Trust Company Americas, and the Sallie Mae Inc., asAdministrator, and as the assignee of the Student Loan Marketing Association(the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 1997-1. We are also responsible for reviewing and ensuring implementation of,and ongoing compliance with, effective internal control over compliance withthe terms and conditions of the Agreement.

 

Onan ongoing basis we evaluate the Company’s compliance with the terms and conditionsof the Sections in Agreement indicated above. Based on this management oversight and evaluation, we assert that theCompany complied, in all material respects, with the terms and conditions ofthe Sections in the Agreement indicated above for the period January 1, 2004 through December 31,2004.

 

March 25,2005

 

 
| /s/  ROBERT C. BALLARD            |   |
|-----------------------------------|--------|
|                              |
| Robert  C. Ballard                |
| Senior  Vice President, Servicing |

 

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