1. Name and Address of Reporting Person
Lord, Albert 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
(X) Officer (give title below) ( ) Other (specify below)
Vice Chairman & CEO
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 441450 D
Phantom Stock Units 12/31/2001 A 4404.824 A $0.0000 32458 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 25000 01/15/2011 Common 250000 $60.5000 250000 D
(Right to buy) 0 Stock
Stock Options $68.9 02/14/2001 A 19667 02/14/2002 08/13/2007 Common 196673 $68.9000 196673 D
(Right to buy) 3 Stock
Stock Options $68.9 02/14/2001 A 13777 02/14/2002 01/13/2010 Common 137770 $68.9000 137770 D
(Right to buy) 0 Stock
Stock Options $79.85 08/01/2001 A 16545 08/01/2002 08/13/2007 Common 165452 $79.8500 165452 D
(Right to buy) 2 Stock
Phantom Stock $0 01/25/2001 A 25000 Common 25000 $0.0000 25000 D
Stock
Explanation of Responses:
Includes shares acquired under the Officer Deferred Compensation Plan. Units
are settled in the Company's common stock.
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.
Conversion or Exercise Price of Derivative Security is 1 to 1.
These phantom stock units are awarded under the Officer Deferred Compensation
Plan. If the insider's employment terminates for reasons other than death,
disability, upon a change of control or involuntary termination prior to January
25, 2002, 100% of the award will be forfeited. If termination occurs on or after
January 26, 2002, but prior to January 25, 2003, 50% of the award will be
forfeited. Units are settled in the Company's stock.
SIGNATURE OF REPORTING PERSON
/s/Mary F. Eure (POA)
DATE
02/14/2002
