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, 1996

                                       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                        333-2440


                    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 orgainization    Identification No.)


        8350 Craig Street, Indianapolis, Indiana 46250
        (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code    (317) 578-6702

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 1996-A, Class A-1 Senior Notes,
Class A-2 Senior Notes and Subordinate Notes
                        (Title of class)



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     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 For 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



<PAGE>



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 Trust and the reports of the
Independent auditors with respect to compliance with the Administration and
Servicing agreement 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            Officers'    Certificate    of   the
                      Administrator  regarding  compliance
                      with  the  Administration  Agreement
                      for  the  SMS  Student   Loan  Trust
                      1996-A.

     99.02            Officers' Certificate of the Servicer regarding compliance
                      with the Servicing Agreement for the SMS Student Loan
                      Trust 1996-A.

     99.03            Report of Independent auditors as to Administrator's
                      Compliance with Administration Agreement.

     99.04            Report of Independent auditors as to Servicer's
                      Compliance with Servicing Agreement.

      (b)             Reports on Form 8-K - The Trustee filed (1) Form 8-K dated
                      as of January 27, 1997, providing a copy of the  Quarterly
                      Report of Distribution for the period from October 1, 1996
                      to  December  31,  1996,  which  distribution  was made on
                      January 27, 1997, for SMS Student Loan Trust 1996-A and 
                      (2) Form 8-K dated as of October 28, 1997, providing a 
                      copy of the  Quarterly Report of Distribution for the 
                      period from July 1, 1996 to  September 30, 1996,
                      which distribution was made on October 28, 1996, for 
                      SMS Student Loan Trust 1996-A.



<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:    The First National Bank of Chicago
                            not in its individual capacity but solely
                            as Eligible Lender Trustee of SMS
                            Student Loan Trust 1996-A



                     By:   __/s/ Jeffrey L. Kinney______________
                           Jeffrey L. Kinney
                           Assistant Vice President


Date:                      __March 28, 1997______________________