**Exhibit19.2**

** **

**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

 

Deutsche Bank TrustCompany Americas

60 Wall Street, 26thFloor

MS NYC 60-2606

New York, NY  10005

 

### **Report of Independent Accountants**

### ** **

# Sallie Mae Student Loan Trust 1997-3

 

We have examined management’s assertion included in the accompanyingreport titled *Report of Management on Compliance byAdministrator*, that Sallie Mae, Inc., as the assignee of the StudentLoan Marketing Association (the “Company”) complied, in all material respects,with the terms and 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 of the Administration Agreement among the Company, ChaseManhattan Bank USA, National Association, Deutsche Bank Trust Company Americasand Sallie Mae, Inc., as Servicer, and as the successor-in-interest to SallieMae Servicing Corporation, (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 1997-3, 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.

 

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

 

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In our opinion, management’s assertion that the Company complied withthe aforementioned requirements for the period January 1,2004 through December 31, 2004 is fairly stated, in all materialrespects.

 

This report is intended solely for the information and use ofmanagement, the board of directors, Chase Manhattan Bank USA, NationalAssociation and Deutsche Bank Trust Company Americas and is not intended to beand should not be 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., asthe assignee 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 asthe successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 1997-3.  We are also responsible for establishing andmaintaining effective internal control over compliance with the terms andconditions 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

 

Deutsche Bank TrustCompany Americas

60 Wall Street, 26thFloor

MS NYC 60-2606

New York, NY  10005

 

**Report of Independent Accountants**

 

### **SallieMae Student Loan Trust**1997-3

 

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 toSallie Mae Servicing Corporation, (the “Company”) complied, in all materialrespects, with the 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,Chase Manhattan Bank USA, National Association, Deutsche Bank Trust CompanyAmericas, and Sallie Mae, Inc., as Administrator, as the assignee of the StudentLoan Marketing Association (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 1997-3, 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.

 

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 management’sassertion and performing such other procedures as we considered necessary inthe circumstances.  We believe that ourexamination provides a

 

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reasonable basisfor our opinion.  Our examination doesnot provide a legal determination on the Company’s compliance with specifiedrequirements.

 

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 theinformation and use of management, the board of directors, Chase Manhattan BankUSA, National Association and Deutsche Bank Trust Company Americas and is notintended to be and should not be used by anyone other than these specifiedparties.

 

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 the successor-in-interest to Sallie MaeServicing Corporation (the “Company”), we are responsible for ensuringcompliance with the terms and conditions of Sections 2.2,.2.3, 3.1, 3.2A, 3.2B,3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company,Chase Manhattan Bank USA, National Association, Deutsche Bank Trust CompanyAmericas, and Sallie Mae Inc., as Administrator, as the assignee of the StudentLoan Marketing Association (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 1997-3.  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 through December 31,2004.

 

March 25, 2005

 

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

 

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