1. Name and Address of Reporting Person
Daley, Charles L.
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
2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
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/ | +-----------+------+----------+ Year | Indirect| Owner- |
| | Year) | |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------------+-----------+------+----------+----------------+-----------+------------+
Common Stock 35350 D
Common Stock 0 I Family
Holdings
Common Stock 875 I By
Partnership
Phantom Stock Units 0 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) | |(A) |(D) |cisable |tion Date |Title |Shares |Security |Year |(I) |ship |
+-------------+--------+----------+---------+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Options $60.5 01/15/2001 A 20000 01/15/2011 Common 20000 $60.5000 20000 D
(Right to buy) Stock
Stock Options $68.56 02/07/2001 A 20673 02/07/2002 08/13/2007 Common 20673 $68.5600 20673 D
(Right to buy) Stock
Stock Options $81.1 07/25/2001 A 17823 07/25/2002 08/13/2007 Common 17823 $81.1000 17823 D
(Right to buy) Stock
Phantom Stock $0 12/31/2001 A 9.519 Common 9.5193 $0.0000 983 D
Units 3 Stock
Explanation of Responses:
These options become exercisable upon the Company's common stock having a
closing price on the New York Stock Exchange of $72.60, for five trading days,
they also become exercisable on the fifth anniversary of the grant (January 15,
2006).
Conversion or Exercise Price of Derivative Security is 1 to 1.
Phantom Stock Units accrued under the Director Deferred Compensation Plan are to
be settled in the Company's common stock upon the reporting person's separation
from service.
SIGNATURE OF REPORTING PERSON
/s/Mary F. Eure (POA)
DATE
02/14/2002
