**Exhibit 19.2**

 

**March 25, 2005**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA,National Association

Christiana Center/Ops 4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St.,Suite 1020

Chicago IL, 60602

 

**Report of Independent Accountants**

 

SallieMae Student Loan Trust 2002-8

 

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, Bank of New York and Sallie Mae, Inc., as Servicer, andas the successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2002-8,for the period January 1, 2004 throughDecember 31, 2004.** **The Company’s****managementis responsible for the assertion.  Ourresponsibility is to express an 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 for the period January 1, 2004through December 31, 2004 is fairly stated, in all material respects.

 

Thisreport is intended solely for the information and use of management, the boardof directors, Chase Manhattan Bank USA, National Association and Bank of NewYork and is not intended to be and should not be used by anyone other thanthese specified parties.

 

Verytruly yours,

 
| /s/ PRICEWATERHOUSECOOPERS LLP |   |
|--------------------------------|--------|
|                           |   |
| McLean, Virginia               |   |

 

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**Report of Management on Compliance by Administrator**

 

Iacknowledge that as a member of management of Sallie Mae, Inc., as the assigneeof the Student Loan Marketing Association (the “Company”), we are responsiblefor ensuring compliance 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 Agreementamong the Company, Chase Manhattan Bank USA, National Association, Bank of NewYork and Sallie Mae, Inc., as Servicer, and as the successor-in-interest toSallie Mae Servicing Corporation, (the “Agreement”) pursuant to the Sallie MaeStudent Loan Trust 2002-8.  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 January1, 2004 through December 31, 2004.

 

March25, 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 Bank USA,National Association

Christiana Center/Ops 4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St.,Suite 1020

Chicago, IL 60602

 

**Report of Independent Accountants**

 

Sallie Mae Student Loan Trust 2002-8

 

Wehave examined management’s assertion, included in the accompanying reporttitled *Report of Management on Compliance by Servicer*,that Sallie Mae, Inc., as the successor-in-interest to Sallie Mae ServicingL.P., (the “Company”) complied, in all material respects, with the terms andconditions of Sections 2.2, 2.3, 3.1A, 3.2, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,National Association, Bank of New York, and Sallie Mae, Inc., as Administrator,and as the assignee of the Student Loan Marketing Association, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2002-8,for the period January 1, 2004 throughDecember 31, 2004.  The Company’smanagement is responsible for the assertion. Our responsibility is to express an opinion on the assertion based onour 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

 

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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 referred to above is fairly stated, basedon the aforementioned terms and conditions of the sections of the Agreement forthe period January 1, 2004 throughDecember 31, 2004.

 

Thisreport is intended solely for the information and use of management, the boardof directors, Chase Manhattan Bank USA, National Association and Bank of NewYork and is not intended to be and should not be used by anyone other thanthese specified parties.

 

Very truly yours,

 
| /s/  PRICEWATERHOUSECOOPERS LLP |   |
|---------------------------------|--------|
| McLean,  Virginia               |   |

 

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**Report of 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, Bank of New York, and the Sallie Mae Inc., as Administrator, andas the assignee of the Student Loan Marketing Association (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2002-8.  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.

 

Onan ongoing basis we evaluate the Company’s compliance with the terms andconditions 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 throughDecember 31, 2004.

 

March25, 2005

 

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

 

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