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ERNST & YOUNG (Letterhead)

                                    Independent Auditor's Report on Compliance
                                           SMS Student Loan Trust 2000-B


USA Group Secondary Market Services, Inc.
30 South Meridian Street
Indianapolis, Indiana  46204-3503


         and
Bankers Trust Company
Four Albany Street
New York, New York  10006


         and
Bank One, National Association
153 West 51st Street, 8th Floor
New York, New York  10019



We are independent public accountants with respect to USA Group Secondary Market
Services,  Inc. ("SMS") within the meaning of the Code of Professional Ethics of
the American Institute of Certified Public Accountants.

On July 31, 2000,  SLM Holding  Corporation  acquired  substantially  all of the
assets of USA Group Loan Services,  Inc. and USA Group, Inc., including SMS. SLM
Holding  Corporation  was  subsequently   renamed  USA  Education,   Inc.  ("USA
Education").  In connection  with this  transaction,  USA Education  assumed the
liability and  responsibilities  for all the duties and obligations of USA Group
Loan Services,  Inc. USA Group Loan Services,  Inc. as an entity dissolved as of
August 1, 2000.  References  in this report to Loan  Services are defined as the
servicer functions  performed for its lender clients by USA Group Loan Services,
Inc. for the period  October 1, 1999 through July 31, 2000 and by USA  Education
for the period August 1, 2000 through September 30, 2000.

We have performed the procedures  enumerated below, which were agreed to by SMS,
the Eligible Lender  Trustee,  and the Indenture  Trustee,  solely to assist you
with  respect  to  SMS's   administration  of  the  Student  Loan  Trust  2000-B
receivables  pursuant to sections 2 (c) (i through iii), 2 (d), 2 (e) (i), and 2
(g) of the  Agreement.  This  engagement  to apply  agreed-upon  procedures  was
performed in accordance with standards  established by the American Institute of
Certified  Public  Accountants.  The sufficiency of the procedures is solely the
responsibility  of the specified users of the report.  Consequently,  we make no
representation  regarding the  sufficiency  of the  procedures  described  below
either for the purpose for which this report has been requested or for any other
purpose.

Our procedures and findings were as follows:


1. We compared the initial deposit to the reserve account  required by section 2
(e) (i) of the Agreement to the respective bank statement, noting such amount to
be in agreement.

2. We obtained the  Quarterly  Servicing  Report - SMS Student Loan Trust 2000-B
for the collection  period April 1, 2000 through  September 30, 2000 prepared by
SMS  pursuant  to section 2 (d) and 2 (g) of the  Agreement  and  performed  the
following:

a. We compared the March 31, 2000 amounts and percentages  reported in segment I
"Deal  Parameters"  (A)  through  (D)(iv) to the SMS Student  Loan Trust  2000-B
prospectus,  noting agreement. We compared the March 31, 2000 amount reported in
segment I (D)(v), (E)(ii), and (E)(iii) to bank statements, noting agreement.

b. We  compared  the  amounts  reported  in  segment II  "Inputs  from  Previous
Quarterly Servicer Reports" (A) through (O) to the SMS Student Loan Trust 2000-B
prospectus,  noting agreement. We compared the amount reported in segment II (P)
and (Q) to bank statements, noting agreement.

c. We compared the "Interest  Period Index Value - 3 Month Libor"  percentage in
segment  IV  "Interest  Rate  Calculation"  to  a  quoted  market  rate,  noting
agreement.  We  compared  the  amounts  reported  in  segment  III  "Inputs  for
Servicing,  Administrative  and  Consolidation  Rebate Fees" (D) through (F) and
segment IV (D) through (F) and (J) to system reports  prepared by Loan Services,
noting agreement.  We recalculated the amounts in segment IV (G) through (I) and
"Net Expected Interest  Collections" and compared the resulting amounts to those
reported, noting agreement.

d. We compared the amounts  reported in segments V "Servicing  Fee  Calculation"
(A) and (D); VI "Cash Inputs" (A) and (B); VII "Other  Servicer  Inputs" (A)(ii)
through  (A)(iv),  (C)(i),  and (C)(ii);  IX "Quarterly  Flow of Loan Principal"
(A)(i) through (A)(iv), (B)(ii), (C)(i), and (C)(ii); and X "Quarterly Uninsured
Loss and Recoveries  Reporting"  (A)(ii) and (B) to system  reports  prepared by
Loan Services,  noting agreement. We compared the amount in segment VII(A)(i) to
the Student Loan Trust 2000-B prospectus,  noting agreement. We recalculated the
amounts reported in segment V (C), (E), and (F); segment VII (A)(v);  segment IX
(A)(vi),  (B)(iv),  (C)(iii), (D), and (E); and segment X (A)(i), (A)(iii), (C),
and (D) and compared the resulting amounts to those reported, noting agreement.

e. We compared the amounts  reported in segment VIII "Inputs from Other Sources"
(A) through (C) to bank statements, noting agreement. We recalculated the amount
reported in segment  VIII (E),  (F),  (H),  and (I) and  compared the amounts to
those reported, noting agreement.

f. We  recalculated  the amounts and  percentages  in the  segments  "Summary of
Quarterly Cash  Generation and Usage" (A) through (O);  "Distributions  of Cash"
(A)(i),   (A)(iii),   (B)(i),   (B)(iii),   C(iii),  C(v),  D(i)  and  (D)(iii);
"Reconciliation  of Reserve Account" (A), (B), and (E); and  "Reconciliation  of
Collateral  Reinvestment Account" (A), (B), and (D) through (I); and "Additional
Reporting  Requirements"  (A), (B), and (D) through (G) and compared the amounts
and percentages to that reported, noting agreement.

g. We compared the amounts in the segments  "Reconciliation  of Reserve Account"
(E)  and  "Reconciliation  of  Collateral   Reinvestment  Account"  (I)  to  the
reconciliations  of trust accounts performed by SMS pursuant to section 2 (c) (i
through iii) of the Agreement,  noting agreement.  We compared the bank balances
per the reconciliations of trust accounts to bank statements, noting agreement.



We were not engaged to, and did not perform an audit of the Quarterly  Servicing
Report - SMS Student  Loan Trust  2000-B,  the  objective  of which would be the
expression of an opinion on the specified elements,  accounts, or items thereof.
Accordingly,  we do not express  such an opinion.  Had we  performed  additional
procedures,  other matters might have come to our attention that would have been
reported to you.

At the request of SMS, we did not perform any tests of Loan Services'  servicing
of the Student Loan Trust 2000-B receivables,  because a separate single auditor
report of Loan  Services'  servicing  systems has been issued for the year ended
September  30, 2000.  Had we performed  additional  procedures or had we made an
examination of Loan Services' servicing of the Student Loan Trust 2000-B,  other
matters may have come to our attention that would have been reported to you.

This report is intended  solely for the use of the specified  users listed above
and should not be used by those who have not agreed to the  procedures and taken
responsibilities for the sufficiency of the procedures for their purposes.

December 18, 2000