**Exhibit
      34.1**





**Report
      of Independent Registered Public Accounting Firm**




The
      Student Loan Corporation:




We
      have
      examined the Student Loan Corporation’s (“the Company”) compliance with the
      servicing criteria set forth in Item 1122(d) of the Securities and Exchange
      Commission’s Regulation AB for the asset-backed securities transactions
      involving student loans for which the Company acted as servicer, but excluding
      transactions registered before January 1, 2006 (the “Platform”), except for
      servicing criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii),
      1122(d)(2)(vi), 1122(d)(3)(ii), 1122(d)(4)(v), 1122(d)(4)(x), 1122(d)(4)(xi),
      1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Company has determined are
      not
      applicable to the activities it performs with respect to the Platform, as of
      and
      for the twelve months ended December 31, 2006. Management is responsible for
      the
      Company’s compliance with those servicing criteria. Our responsibility is to
      express an opinion on the Company’s compliance based on our
      examination.




Our
      examination was conducted in accordance with the standards of the Public Company
      Accounting Oversight Board (United States) and, accordingly, included examining,
      on a test basis, evidence about the Company’s compliance with the servicing
      criteria specified above and performing such other procedures as we considered
      necessary in the circumstances. Our examination included testing of less than
      all of the individual asset-backed transactions and securities that comprise
      the
      Platform, testing of less than all of the servicing activities related to the
      Platform, and determining whether the Company processed those selected
      transactions and performed those selected activities in compliance with the
      servicing criteria. Furthermore, our procedures were limited to the selected
      transactions and servicing activities performed by the Company during the period
      covered by this report. Our procedures were not designed to determine whether
      errors may have occurred either prior to or subsequent to our tests that may
      have affected the balances or amounts calculated or reported by the Company
      during the period covered by this report for the selected transactions or any
      other transactions. We believe that our examination provides a reasonable basis
      for our opinion. Our examination does not provide a legal determination on
      the
      Company’s compliance with the servicing criteria.




Our
      examination disclosed instances of material noncompliance with criterion
      1122(d)(2)(vii), as applicable to the Company during the twelve months ended
      December 31, 2006. In some instances, it was noted that certain custodial
      account reconciliations were not performed within 30 calendar days after the
      bank statement cutoff date.




In
      our
      opinion, except for the material noncompliance described above, the Company
      complied, in all material respects, with the aforementioned servicing criteria
      as of and for the twelve months ended December 31, 2006.









/s/ KPMG
      LLP




Chicago,
      Illinois


March
      20,
      2007