1. Name and Address of Reporting Person
Fitzpatrick, Thomas J.
11600 Sallie Mae Drive
Reston, VA 20193
2. Issuer Name and Ticker or Trading Symbol
USA Education, Inc. (SLM)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
7/2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
President & COO
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common Stock 06/29/2001 F V -10451 D $73.0000 D
Common Stock 07/24/2001 M 1591 A $39.3393 D
Common Stock 07/24/2001 M 166666 A $49.0000 D
Common Stock 07/24/2001 M 25000 A $38.0000 D
Common Stock 07/24/2001 S -128920 D $77.7700 D
Common Stock 07/24/2001 F -27131 D $77.2500 208703 D
Phantom Stock Units 07/31/2001 A V 42279.78 A $0.0000 86985.02 D
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Option $38 07/24/2001 M 25000 06/14/2010 Common 25000 $38.0000 0 D
(Right to buy) Stock
Stock Option $39.3393 07/24/2001 M 1591 08/13/2007 Common 1591 $39.3393 0 D
(Right to buy) Stock
Stock Option $43 01/13/2010 Common 175000 D
(Right to buy) Stock
Stock Option $49 07/24/2001 M 16666 07/16/2008 Common 166666 $49.0000 0 D
(Right to buy) 6 Stock
Share $0 Common 13699 D
Equivalents Stock
Explanation of Responses:
Includes shares acquired under the Officer Deferred Compensation Plan. Units
are settled in the Company's common stock.
The phantom stock units were accrued under the Officers Deferred Compensation
Plan on various dates since reporting person's last report at the prevailing
market price.
These options become exercisable upon the Company's common stock having a
closing price on the New York Stock Exchange of $45.60, for five days, they also
become exercisable on the fifth anniversary of the grant (June 14, 2005), but no
sooner than one year from the grant date.
The options become exercisible in increments of one-third upon the Company's
common stock having a closing price on the New York Stock Exchange of $42.86,
$57.15 and $71.43, respectively, for five trading days, they also become
exercisible on the eighth anniversary of their grant (August 13, 2005) subject
to the reporting person's continued service with the Company.
The options become exercisible in increments of one-third upon the Company's
common stock having a closing price on the New York Stock Exchange of $42.86,
$57.15 and $71.43, respectively, for five trading days, they also become
exercisible on the eighth anniversary of their grant (July 16, 2006) subject to
the reporting person's continued service with the Company.
SIGNATURE OF REPORTING PERSON
/s/Mary F. Eure (POA)
DATE
08/09/2001
