UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1999

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from___________________   to   _____________________

Commission file number 333-63081

                    USA Group Secondary Market Services, Inc.
             (Exact name of registrant as specified in its charter)

                               Delaware 35-1872185
                 State or other jurisdiction of (I.R.S. Employer
                Incorporation or organization Identification No.)


              30 South Meridian Street, Indianapolis, Indiana 46204
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code               (317) 951-5644

Securities registered pursuant to Section 12 (b) of the Act:

         Title of each class       Name of each exchange on which registered
                  None                         Not Applicable

Securities registered pursuant to Section 12 (g) of the Act:

Asset-Backed  Securities,  SMS Student Loan Trust  1999-A,  Floating  Rate Asset
Backed Senior Notes
and
Asset-Backed  Securities,  SMS Student Loan Trust  1999-B,  Floating  Rate Asset
Backed Senior Notes


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months ( or for such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulations S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock,  as of a specified date within 60 days prior to the date of filing.  (See
definition of affiliate in Rule 405, 17 CFR 230.405.)

Note:  If a  determination  as to whether a  particular  person is an  affiliate
cannot be made without involving  unreasonable effort and expense, the aggregate
market value of the common stock held by non-affiliates may be calculated on the
basis of  assumptions  reasonable  under the  circumstances,  provided  that the
assumptions are set forth in this Form: NOT APPLICABLE.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by Section  12,  13, or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. [ ] Yes [ ] No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as
of the latest practicable date.  NOT APPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

List here under the  following  documents if  incorporated  by reference and the
Part of the Form 10-K (e.g.,  Part I, Part II,  etc.) into which the document is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) any proxy or
information statement;  and (3) Any prospectus filed pursuant to Rule 424 (b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980). NOT APPLICABLE


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Part  I

Item 1.  Not Applicable

Item 2.  Properties - The Officers' Certificates of Compliance for the Servicer
         and Administrator with respect to the assets of the Trusts and the
         report of the independent auditors with respect to compliance with the
         Administration are included herein as Exhibits under Item 14 hereof.

Item 3.  Legal Proceedings - None.

Item 4.  Submission of Matters to a Vote of Security Holders - None.

Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
         There is no established public trading market.

Item 6.  Not Applicable

Item 7.  Not Applicable

Item 8.  Not Applicable

Item 9.  Changes in and Disagreements with Accountants on Accounting  and
         Financial Disclosure. - None

Part III

Item 10.  Not Applicable

Item 11.  Not Applicable

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          - Not Applicable


<PAGE>

Item 13.  Certain Relationships and Related Transactions - None.

Item 14.  Exhibits

         (a) (3) Listing of Exhibits

         Exhibit Number              Description

         99.01       (A1) Officers'   Certificate   of  the   Administrator
                     regarding   compliance  with  the  Administration
                     Agreement for the SMS Student Loan Trust 1999-A.

                     (A2) Officers' Certificate of the Servicer regarding
                     compliance with the Servicing Agreement for the
                     SMS Student Loan Trust 1999-A.

                     (B1) Officers'   Certificate   of  the   Administrator
                     regarding   compliance  with  the  Administration
                     Agreement for the SMS Student Loan Trust 1999-B.

                     (B2) Officers'  Certificate of the Servicer regarding
                     compliance with the Servicing Agreement for the SMS Student
                     Loan Trust 1999-B.

         99.02       Report of Independent Auditors as to
                     Administrator's Compliance with Administration
                     Agreement.

                    (A)  Reports on Form 8-K With  Respect to SMS  Student  Loan
                         Trust  1999-A.  The Trustee filed (1) Form 8-K dated as
                         of November 12, 1999, providing a copy of the Quarterly
                         Report of Distribution for the period from July 1, 1999
                         through September 30, 1999, which distribution was made
                         on October 28, 1999 for SMS Student  Loan Trust  1999-A
                         and (2) Form 8-K dated as of August 12, 1999  providing
                         a copy of the Quarterly  Report of Distribution for the
                         period from  February 1, 1999  through  June 30,  1999,
                         which  distribution  was made on July 28,  1999 for SMS
                         Student Loan Trust 1999-A.

                    (B)  Reports on Form 8-K With  Respect to SMS  Student  Loan
                         Trust  1999-B.  The Trustee filed (1) Form 8-K dated as
                         of November 12, 1999, providing a copy of the Quarterly
                         Report of  Distribution  for the  period  from April 1,
                         1999 through September 30, 1999, which distribution was
                         made on October  28,  1999 for SMS  Student  Loan Trust
                         1999-B.

          99.03          Independent     Accountants'    Report.     Independent
                         Accountants'   Report  on   Assertions   on  Compliance
                         with-and     Internal     Control    Over    Compliance
                         with-Specified FFEL Program Requirements Under Standard
                         Engagement

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                    USA GROUP SECONDARY MARKET SERVICES, INC.
                    (Registrant)


                    By:  Bank One,  National  Association,  not solely but in
                         its capacity as Eligible Lender Trustee of SMS Student
                         Loan Trusts 1999-A and 1999-B

                    By:     /S/ Steve Husbands
                             Steve Husbands
                             Assistant Vice President

Date:               March 31, 2000