FROM THE OFFICE OF PUBLIC AFFAIRS

August 21, 2002

Ms. Marianne M. Keler

President and General Counsel

Student Loan Marketing Association

11600 Sallie Mae Drive

Reston, VA 20193

Dear Ms. Keler:

On July 16, 2002, I testified before the House Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises (GSEs) to offer the Administration’s views on GSEs, and in particular on the subject of their financial disclosures. As I stated in my testimony, the Administration believes that GSEs, through their financial disclosures, should be "role models for our system of investor protection, not exceptions to it." Given the size and importance of the GSEs’ operations in our capital markets and banking system, continued operations outside of the Securities and Exchange Commission (SEC)-administered corporate disclosure regime is inconsistent with our goal of a sound and resilient financial system.

The Administration strongly supports the recent agreement between Fannie Mae and Freddie Mac, the SEC and the Office of Federal Housing Enterprise Oversight and believes that the disclosure requirements of the Securities Exchange Act of 1934 (1934 Act), as interpreted and applied by the SEC, should apply to all GSEs. The mechanism of voluntary registration of equity securities under section 12(g) of the 1934 Act is available to the Student Loan Marketing Association and other GSEs. As you and the Office of Sallie Mae Oversight discuss that and other disclosure initiatives, we trust that compliance with all applicable sections of the 1934 Act can be achieved.

I encourage you to cooperate fully in making the Student Loan Marketing Association a role model for financial disclosure and investor protection.

Sincerely,

Peter R. Fisher

Under Secretary for Domestic Finance

cc: Colin Riley McMillan

Albert L. Lord

Thomas J. Fitzpatrick

John F. Remondi