**Exhibit 19.2**

 

March 25, 2005

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan BankUSA, National Association

Christiana Center/Ops4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, NY 10004

 

**Report ofIndependent Accountants**

 

SLM PrivateCredit Student Loan Trust 2002-A

 

We have examined management’s assertion included in the accompanyingreport titled *Report of Management on Compliance byAdministrator*, that Sallie Mae, Inc. (the “Company”) complied,in all material respects, with the terms and conditions of Sections 2.03.a.i,2.03.a.ii, 2.04, 2.06.b, 2.07.a, 2.07.b, 2.07.c, 2.08.ai, 2.08.a.ii, 2.09,3.01.b, 3.01.c, 3.01.d, 3.02.a, 3.02.c, and 3.02.d of the AdministrationAgreement among the Company, Chase Manhattan Bank USA, National Association,JPMorgan Chase Bank and Sallie Mae, Inc., as Servicer, and as thesuccessor-in-interest to Sallie Mae Servicing L.P., (the “Agreement”) pursuantto the SLM Private Credit Student Loan Trust 2002-A,for the period January 1, 2004through December 31, 2004.** **The Company’s****managementis responsible for the assertion.  Ourresponsibility is to express an opinion on the assertion based on ourexamination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included examining, on a test basis, evidence supportingmanagement’s assertion and performing such other procedures

 

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as we considerednecessary in the circumstances.  Webelieve that our examination provides a reasonable basis for our opinion.

 

In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period January 1, 2004 through December 31, 2004 is fairlystated, in all material respects.

 

This report is intended solely for the information and use ofmanagement, the board of directors, Chase Manhattan Bank USA, NationalAssociation and JP Morgan Chase Bank and is not intended to be and should notbe used by anyone other than these specified parties.

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

 

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**Report ofManagement on Compliance by Administrator**

 

I acknowledge that as a member of management of Sallie Mae, Inc.(the “Company”), we are responsible for ensuring compliance with the terms andconditions of Sections 2.03.a.i, 2.03.a.ii, 2.04, 2.06.b, 2.07.a, 2.07.b,2.07.c, 2.08.a.i, 2.08.a.ii, 2.09, 3.01.b, 3.01.c, 3.01.d, 3.02.a, 3.02.c, and 3.02.dof the Administration Agreement among the Company, Chase Manhattan Bank USA,National Association, JPMorgan Chase Bank and Sallie Mae Inc., as Servicer, andas the successor-in-interest to Sallie Mae Servicing L.P., (the “Agreement”)pursuant to the SLM Private Credit Student Loan Trust 2002-A.  We are alsoresponsible for establishing and maintaining effective internal control overcompliance with the terms and conditions of the Agreement.

 

We have performed an evaluation of the Company’s compliance with theconditions of the Sections in the Agreement indicated above.  Based on the 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/ J. LANCE FRANKE                      |   |
|------------------------------------------|--------|
|                                     |
| J. Lance Franke                          |
| Senior Vice President, Corporate Finance |

 

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**March 25, 2005**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan BankUSA, National Association

Christiana Center/Ops4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, NY 10004

 

**Report of Independent Accountants**

 

### **SLMPrivate Credit Student Loan Trust 2002-A**

 

We have examined management’s assertion, included in the accompanyingreport titled *Report of Management on Compliance byServicer*, that  Sallie Mae, Inc.,as the successor-in-interest to Sallie Mae Servicing L.P., (the “Company”)complied, in all material respects, with the terms and conditions of Sections2.02, 2.03, 3.01, 3.02.a, 3.05.a, 3.06, 3.10 and 3.15 the Servicing Agreementamong the Company, Chase Manhattan Bank USA, JPMorgan Chase Bank and Sallie Mae, Inc.,as Administrator, (“the Agreement”) pursuant to the SLM Private Credit StudentLoan Trust 2002-A, for the period January 1, 2004 to December 31, 2004.The Company’s management is responsible for the assertion.  Our responsibility is to express an opinionon the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included examining, on a test basis, evidence supporting managements assertaion and performing such other proceduresas we considered necessary in the circumstances.  We believe that our examination provides areasonable basis for our opinion.  Ourexamination does not provide a legal determination on the Company’s compliancewith specified requirements.

 

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In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period January 1, 2004 to December 31, 2004 is fairly stated, inall material respects.

 

This report is intended solely for theinformation and use of management, the board of directors, Chase Manhattan BankUSA, National Association and JPMorgan Chase Bank and is not intended to be andshould not be used by anyone other than these specified parties.

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

 

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###### **Report of Management on Compliance byServicer**

 

I acknowledge that as a member ofmanagement of Sallie Mae Inc., as successor-in-interest to Sallie Mae ServicingL.P., (the “Company”), we are responsible for ensuring compliance with theterms and conditions of Sections 2.02, 2.03, 3.01, 3.02.a, 3.05.a, 3.06, 3.10and 3.15 of the Servicing Agreement among the Company, Chase Manhattan BankUSA, National Association, JPMorgan Chase Bank and Sallie Mae, Inc., asAdministrator, (the “Agreement”) pursuant to the SLM Private Credit StudentLoan Trust 2002-A.  We are also responsible for reviewing andensuring implementation of, and ongoing compliance with, effective internalcontrol over compliance with the terms and conditions of the Agreement.

 

On an ongoing basis we evaluate the Company’s compliance with the termsand conditions of the Sections in Agreement indicated above.  Based on this management oversight andevaluation, we assert that the Company complied, in all material respects, withthe terms and conditions of the Sections in the Agreement indicated above forthe period January 1, 2004  to December 31, 2004.

 

March 25, 2005

 

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

 

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