**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, 6thFloor

New York, NY 10004

 

### **Report of Independent Accountants**

 

# SLM Private Credit Student LoanTrust 2004-B

 

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, (the “Agreement”)pursuant to the SLM Private Credit Student Loan Trust 2004-B, for the period May 26,2004 through 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 considered necessary in the circumstances.  We believe that our examination provides areasonable basis for our opinion.

 

In our opinion, management’s assertion that the Company complied with theaforementioned requirements during the period May 26,2004 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 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, and3.02.d of the Administration Agreement among the Company, Chase Manhattan BankUSA, National Association, JPMorgan Chase Bank and Sallie Mae Inc., (the “Agreement”)pursuant to the SLM Private Credit Student Loan Trust 2004-B.  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 May 26, 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, 6thFloor

New York, NY 10004

 

**Report of Independent Accountants**

 

### **SLMPrivate Credit Student Loan Trust 2004-B**

 

We have examined management’s assertion, included in the accompanyingreport titled *Report of Management on Compliance byServicer*, that  Sallie Mae, Inc.,(the “Company”) complied, in all material respects, with the terms andconditions of Sections 2.02, 2.03, 3.01, 3.02.a, 3.05.a, 3.06, 3.10 and 3.15the Servicing Agreement among the Company, Chase Manhattan Bank USA, JPMorganChase Bank and Sallie Mae, Inc., as Administrator, (“the Agreement”)pursuant to the SLM Private Credit Student Loan Trust 2004-B, for the period May 26,2004 to December 31, 2004. The Company’s management is responsiblefor the assertion.  Our responsibility isto express an 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 supporting managementsassertaion and performing such other procedures as we considered necessary inthe circumstances.  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.

 

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In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period May 26, 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., (the “Company”), we are responsible for ensuringcompliance with the terms and conditions of Sections 2.02, 2.03, 3.01, 3.02.a,3.05.a, 3.06, 3.10 and 3.15 of the Servicing Agreement among the Company, ChaseManhattan Bank USA, National Association, JPMorgan Chase Bank and Sallie Mae, Inc.,as Administrator, (the “Agreement”) pursuant to the SLM Private Credit StudentLoan Trust 2004-B.  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 May 26, 2004 to December 31,2004.

 

March 25, 2005

 

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

 

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