<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20659
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
__X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission File Number: 33-34274
KEYCORP STUDENT LOAN TRUST 1996-A
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(Exact name of registrant as specified in its charter)
New York 36-4106514
- --------------------------- -------------------
State or other jurisdiction (I.R.S. employer
of incorporation or organization identification no.)
c/o KeyBank, USA, National Association, as Administrator,
- ----------------------------------------------------------------
800 Superior Ave, Attn: Susan Wagner, 44114
- --------------------------------------------- -----------
Cleveland, Ohio (Zip Code)
- ---------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (216) 828-9359
Securities Registered pursuant to Section 12(b) of the Act: None
------
Securities Registered pursuant to Section 12(g) of the Act: None
------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 12 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
---
The registrant has no officer, director or beneficial owner
of more than 10% of equity securities to whom Section 16(a) of
the Act applies and consequently Item 405 of Regulation S-K does
not apply.
The registrant does not have any voting stock, has not been
involved in bankruptcy proceedings during the past five years and
is not a corporate registrant.
No documents are incorporated by reference into this Form 10-K.
Exhibit Index on Page 6
Page 1 of 15 Pages
<PAGE>
This Annual Report on Form 10-K is filed in reliance upon a
letter dated November 2, 1993, issued by the Chief Counsel,
Division of Corporate Finance of the Securities and Exchange
Commission relating to the Society Student Loan Trust 1993-A,
stating that the Division will not object if the Registrant files
reports pursuant to Sections 13 and 15(d) of the Securities
Exchange Act in the manner described in a letter dated November
1, 1993 to the Office of Chief Counsel on behalf of the
Registrant. Accordingly, certain items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. Business.
--------
Omitted
Item 2. Properties.
----------
The property of the Registrant consists solely of student
loans that are either (i) guaranteed as to the payment of
principal and interest by the Pennsylvania Higher
Education Assistance Agency ("PHEAA") or the
Massachusetts Higher Education Assistance Corporation now
doing business as American Student Assistance Guarantor,
and are reinsured by the United States Department of
Education (the "Department") or (ii) guaranteed as to the
payment of principal and interest by The Education
Resources Institute, Inc., a Massachusetts non-profit
corporation and not reinsured by the Department. See
Exhibits 99(a) and 99(c) a Certificate of Pennsylvania
Higher Education Assistance Agency, as Servicer of the
Registrant, and the Independent Accountant's Report of
KPMG Peat Marwick with respect to the activities of the
Servicer during the fiscal year ended December 31, 1996,
and Exhibits 99(b) and 99(d), a Certificate of KeyBank,
USA, National Association, as Administrator of the
Registrant, and the Independent Auditor's Report of Ernst
& Young with respect to the activities of the
Administrator during the fiscal year ended December 31,
1996.
Item 3. Legal Proceedings.
-----------------
The Registrant knows of no material pending legal
proceedings involving the Registrant or its property.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matters were submitted to Certificateholders for a
vote during the fiscal year covered by this Annual
Report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and related
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Stockholder Matters.
--------------------
At December 31, 1996, there were two (2) registered
holders of the Registrant's Floating Rate Asset Backed
Certificates ("Certificates"), one of which was CEDE &
Co., as nominee of The Depository Trust Company ("DTC").
There are two (2) persons registered on the books of DTC
as record owner of Certificates. There is no established
public market in which the Certificates are traded.
Item 6. Selected Financial Data.
------------------------
Omitted.
Item 7. Management's Discussion and Analysis of Financial
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Condition and Results of Operations.
------------------------------------
Omitted.
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
Omitted.
Item 9. Changes in and Disagreements with Accountants on
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Accounting and Financial Disclosure.
-------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
---------------------------------------------------
Omitted.
<PAGE>
Item 11. Executive Compensation.
-----------------------
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
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Management.
-----------
As of December 31, 1996, the Certificates were registered
in the name of (i) KeyBank, USA and (ii) CEDE & Co., as
nominee of DTC. The books of DTC indicate that the two
(2) DTC participant institutions listed below are record
owner of in excess of five percent (5%) of the
Certificates issued by the Registrant. Only such
participants, however, know the identity of the
beneficial owner of interests in such Certificates.
Name and Address of Amount and Nature Percent
Title of Class Beneficial Owner of Beneficial Ownership of Class
- -------------- ------------------- ----------------------- --------
Floating Rate Boston Safe Deposit $ 19,000,000. 47.6%
Asset & Trust Co. Principal amount
Backed c/o Mellon of Certificates
Certificates Bank,N.A.
Three Mellon Bank
Center
Room 153-3015
Pittsburgh, PA
15259
Goldman, Sachs & $ 20,491,000. 51.4%
Co. Principal amount
c/o ADP Proxy of Certificates
Services
51 Mercedes Way
Edgewood, NY 11717
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
Omitted.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
---------------------------------------------------------------
(b) Reports on Form 8-K.
-------------------
Registrant filed one 8-K dated November 27,
1996, reporting under Item 5 thereof, the regularly
quarterly distribution to the holders of the
Trust's Floating Rate Asset Backed Certificates and
Floating Rate Asset Backed Notes and the distribution of the
Certificateholder's Statement and Noteholder's Statement.
(c) Exhibits.
--------
The following documents are filed as part of this
Annual Report on Form 10-K.
<PAGE>
Exhibit Number Description
4(a) Form of Indenture between the Trust and the
Indenture Trustee (including as exhibits
thereto a form of Floating Rate Asset Backed
Note) [incorporated herein by reference to
Exhibit 4(a) tothe registration statement on
Form S-3, as amended (File No. 333-4274)].
4(b) Form of Amended and Restated Trust Agreement
between Key Bank USA, National Association and
the Eligible Lender Trustee (including as an
exhibit thereto a form of Floating Rate Asset
Backed Certificate) [incorporated herein by
reference to Exhibit 4(b) to the registration
statement on Form S-3, as amended (File No. 333-
4274)].
10(a) Form of Sale and Servicing Agreement among the
Seller, PHEAA, the Trust, the Eligible Lender
Trustee and the Administrator [incorporated
herein by reference to Exhibit 10(a) to the
registration statement on Form S-3, as amended
(File No. 333-4274)].
10(b) Form of Supplemental Sale and Servicing
Agreement among Key Bank USA, National
Association, as Seller and Administrator,
PHEAA, the Trust, the Eligible Lender Trustee,
the Indenture Trustee and The Access SM Group
[incorporated herein by reference to Exhibit
10(b) to the registration statement on Form S-
3, as amended (File No. 333-4274)].
10(c) Form of Administration Agreement among the
Administrator, the Trust, and the Indenture
Trustee [incorporated herein by reference to
Exhibit 10(c) to the registration statement on
Form S-3, as amended (File No. 333-4274)].
10(d) Form of Guarantee Agreement between the
Eligible Lender Trustee on behalf of the Trust
and PHEAA [incorporated herein by reference to
Exhibit 10(d) to the registration statement on
Form S-3, as amended (File No. 333-4274)].
10(e) Form of Guarantee Agreement between the
Eligible Lender Trustee on behalf of the Trust
and ASA [incorporated herein by reference to
Exhibit 10(e) to the registration statement on
Form S-3, as amended (File No. 333-4274)].
10(f) Form of Guarantee Agreement among the Eligible
Lender Trustee on behalf of the Trust, Key Bank
USA, National Bank and TERI [incorporated
herein by reference to Exhibit 10(f) to the
registration statement on Form S-3, as amended
(File No. 333-4274)].
99(a) Servicer's Compliance Certificate
99(b) Administrator's Compliance Certificate
99(c) Independent Accountants' Report of KPMG Peat
Marwick
99(d) Independent Auditors' Report of Ernst & Young
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf of the undersigned,
thereunto duly authorized.
Date: March 26, 1997
KeyCorp Student Loan Trust 1996-A
By: The First National Bank of
Chicago, not in its individual
capacity but solely as Eligible
Lender Trustee on behalf of the Trust
By: /s/ R. J. Bruner
---------------------
Name: R. J. Bruner
------------------
Title: Vice President
------------------
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy
soliciting material has been sent to Certificateholders during
the period covered by this Annual Report on Form 10-K and the
Registrant does not intend to furnish such materials to
Certificateholders subsequent to the filing of this report.
<PAGE>
INDEX OF EXHIBITS
Exhibit Number Description Page
99(a) Servicer's Compliance 8
Certificate
99(b) Administrator's Compliance 9
Certificate
99(c) Independent Accountant's 10
Report of KPMG Peat Marwick
99(d) Independent Auditor's Report 15
of
Ernst & Young
<PAGE>
Exhibit 99(a)
KEYCORP STUDENT LOAN TRUST 1996-A
OFFICER'S CERTIFICATE
First National Bank of Chicago Banker's Trust Company
One First National Plaza, Suite 0126 Four Albany Street
Chicago, IL 60670 New York, New York 10006
ATTN.: Corporate Trust Administration ATTN.: Corporate Trust & Agency
Structured Finance
(312)407-4110 (212)250-6864
fax (312)407-1708 fax (212)250-6439
Key Bank, USA, National Association
800 Euclid Avenue, 4th Floor
Cleveland, OH 44114
ATTN.: Senior Vice President
Key Education Resources
(216)828-9342
fax (216)828-9416
Pursuant to Section 4.09 of the Sale and Servicing Agreement (the
"Agreement"), the undersigned hereby certifies that (i) a review
of the activities of the Servicer from Inception of the Trust
through December 31, 1996, and of its performance under the
Agreement has been made, and (ii) based on our review, the
Servicer has fulfilled all its obligations under the Agreement
through such period from September, 1996 through December 31,
1996, except that with reference to Section 2.02(b)(xi) and
Section 2.03 and Section 4.08. With respect to Sections
2.02(b)(xi) and Section 2.03, a system error occurred during the
consolidation of student loans. The system inadvertently moved
consolidated loans into the KeyCorp Student Loan Trust 1996-A
(the "Trust") that were not related to any Initial Financed
Student Loans or any Subsequent Pool Student Loans. The error
did not rise to the level of a "Servicer Default" under Section
8.01(a) of the Agreement since it did not materially and
adversely affect the Noteholders or Certificateholders;
($2,914,975.22 in the aggregate was withdrawn from the Prefunding
Account for these consolidated loans). In March 1997, this error
was discovered and the consolidated loans and balances were
identified and removed from the Trust, and the Trust was
reimbursed in full for the amounts mistakenly withdrawn from the
Prefunding Account. Appropriate procedures have been implemented
to ensure that this error is not repeated. With respect to
Section 4.08, the Servicer provided reporting to credit bureaus
during the period, however, it was determined that some statuses
were reported erroneously. These status conditions have been
identified and corrected. Statuses reporting borrowers'
delinquencies were corrected in April, 1996. In early 1997,
statuses pertaining to the "transfer" of loans from KeyBank
ownership to the Trusts' ownerships were clarified. These
reporting status errors did not result in the loss of any Federal
or Private loan guarantees for loans held in the Trusts. The
credit bureaus have acknowledged Servicer's correction of the
reporting statuses and are updating their records monthly with
tapes provided by the Servicer. Review of individual borrowers'
credit bureau reports reflects that all pertinent information has
been reported as of February, 1997 as required under Section
4.08.
PENNSYLVANIA HIGHER EDUCATION
ASSISTANCE AGENCY, Servicer
by: /S/ Ernest P. Beardsley
--------------------------
Date: March 25, 1997 Name: Ernest P. Beardsley
Title: Senior Vice President
<PAGE>
Exhibit 99(b)
KEYCORP STUDENT LOAN TRUST 1996-A
OFFICER'S CERTIFICATE
First National Bank of Chicago Banker's Trust
One First National Plaza, Suite 0126 Four Albany
Chicago, IL 60670 New York, New York 10006
ATTN: Corporate Trust Administration ATTN: Corporate Trust & Agency Group
Structured Finance
(312)407-4110 (212)250-6864
fax (312)407-1708 fax (212)250-6439
Pursuant to Section 4.09 of the Sale and Servicing Agreement (the
"Agreement"), the undersigned hereby certifies that (i) a review
of the activities of the Administrator from Inception of the
Trust through December 31, 1996, and of its performance under the
Agreement has been made, and (ii) to the best of our knowledge,
based on our review, the Administrator has fulfilled all its
obligations under the Agreement and the Administration Agreement
respectively throughout such period.
Key Bank, USA, National Association
by: /S/ Darlene H. Dimitrijevs
Date: March 20, 1997 --------------------------------
Darlene H. Dimitrijevs,CPA
Vice President
by: /S/ Randall M. Behm
---------------------
Randall M. Behm
Senior Vice President
<PAGE>
KeyCorp Student Loan Trust 1996-A
Pennsylvania Higher Education
Assistance Agency
Statement of Compliance with
Specifically Identified Requirements
December 31, 1996
(with Independent Accountants' Report)
<PAGE>
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Independent Accountants' Report
-------------------------------
The First National Bank of Chicago
as Eligible Lender Trustee
We have examined Pennsylvania Higher Education Assistance
Agency's (Servicer) assertions with respect to Sections 3.03,
3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of the Sale and
Servicing Agreement dated September 1, 1996, about the
ServicerOs compliance with the servicing ofEthe KeyCorp Student
Loan Trust 1996-A student loans as of December 31, 1996, and
for the period from September 1, 1996 through December 31,
1996, as indicated in the accompanying Statement of Compliance
with Specifically Identified Requirements. The Servicer is
responsible for the Servicer's compliance with those
requirements. Our responsibility is to express an opinion on
the ServicerOs assertions about compliance based on our
examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence
about the ServicerOs compliance with those requirements and
performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on the Servicer's compliance with
specified requirements.
In our opinion, the Servicer's assertions with respect to
Sections 3.03, 3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of
the Sale and Servicing Agreement dated October 1, 1995,
included in the accompanying Statement of Compliance with
Specifically Identified Requirements as of December 31, 1996,
and for the period from September 1, 1996 through December 31,
1996, are fairly stated in all material respects.
As more fully discussed, in the accompanying statement, the Servicer
reported some statuses to credit bureau reports erroneously during the
period. The erroneouse reporting caused noncompliance that has been
identified in the accompanying Statement of Compliance with Specifically
Identified Requirements.
This report is intended solely for the information of
Pennsylvania Higher Education Assistance Agency, Key Bank USA,
NA, The First National Bank of Chicago, and Bankers Trust
Company.
KPMG Peat Marwick LLP
February 28, 1997
Member Firm of
KPMG International
<PAGE>
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
Statement of Compliance with Specifically Identified Requirements
Pennsylvania Higher Education Assistance Agency (PHEAA) has complied
with the specifically identified servicing requirements for the
KeyCorp Student Loan Trust 1996-A, with respect to Sections 3.03,
3.04, 4.01, 4.02, 4.03, 4.08, 5.02, and 5.03 of the Sale and
Servicing Agreement dated September 1, 1996 (the Agreement),
relating to the student loans that are guaranteed as to payment of
principal and interest by PHEAA or the American Student Assistance
Corporation (ASA) and are reinsured by the Department of Education
(Financed Federal Loans) and student loans guaranteed as to payment
of principal and interest by The Education Resources Institute, Inc.
(TERI) and not reinsured by the Department of Education (Financed
Private Loans), collectively referred to as the Financed Student
Loans.
I. COMPLIANCE
1. Financed Federal Loans
A. Compliance with the aforementioned Sections of the Agreement
relating to the Financed Federal Loans is limited to the
following federal regulations as published in the December 18,
1992 Federal Register, Part II, Department of Education,
34 Code of Federal Regulations (CFR), Federal Family Education
Loan Program: Final Regulations.
We have complied with the following federal regulations for
the Financed Federal Loans as of December 31, 1996, and for
the period from September 1, 1996 to December 31, 1996:
* 34 CFR 682.202, "Permissible Charges by Lenders to
Borrowers"; all parts except
for (a)(2), (b)(5), (c)-(e), and (g).
* 34 CFR 682.208, "Due Diligence in Servicing a Loan"; all
parts except for (b)(1)(i)-(ii), (b)(1)(v), (b)(2), (c)-(f).
* 34 CFR 682.209, "Repayment of a Loan"; all parts except for
(a)(2)(i), (a)(4), (d),
(f), (g), (i), and (j); and part (b) for the period of
September 1, 1996 through December 31, 1996.
* 34 CFR 682.210, "Deferment"; all parts except for (a)(9) and
(b)(6).
* 34 CFR 682.211, "Forbearances"; all parts except for (a)(3),
and (d).
* 34 CFR 682.213, "Prohibition Against the Use of the Rule of
78s."
* 34 CFR 682.300, "Payment of Interest Benefits on Stafford
Loans."
* 34 CFR 682.301, "Eligibility of Borrowers for Interest
Benefits on Stafford Loans";
all parts except for (a) and (c).
* 34 CFR 682.302, "Payment of Special Allowance on FFEL
Loans"; all parts except
for (c)(2), (c)(3), (d), and (e).
* 34 CFR 682.304, "Methods for Computing Interest Benefit and
Special Allowance";
all parts except for (a), (b), and (d)(2).
<PAGE>
* 34 CFR 682.305, "Procedures for Payment of Interest Benefit
and Special Allowance"; all parts except for (a)(2)-(4),
(b), and (c).
* 34 CFR 682.402, "Death, Disability and Bankruptcy Payments";
all parts except for (f), (g), and (i)-(k).
* 34 CFR 682.411, "Due Diligence by Lenders in the Collection
of Guaranty Agency Loans"; all parts except for (i), (j),
(m), and (n).
* 34 CFR 682.414, "Records, Reports, and Inspection
Requirements for Guaranty Agency Programs"; all parts except
for (a)(1), (a)(2), (a)(3)(K), and (b).
B. Compliance with the aforementioned Sections of the Agreement
relating to the Financed Federal Loans is limited to the
following federal regulations published in the December 1,
1995 Federal Register, Part III, Department of Education, 34
Code of Federal Regulations (CFR), Federal Family Education
Loan Program: Final Rule.
We have complied with the following federal regulations for
the Financed Federal Loans for the period of September 1, 1996
through December 31, 1996:
* 34 CFR 682.209, "Repayment of a Loan"; Part (b).
2. Financed Private Loans
Compliance with the aforementioned sections of the Agreement
relating to the Financed Private Loans is limited to the
following requirements contained in the Access Loan Programs
Servicing Agreement between Pennsylvania Higher Education
Assistance Agency and Society National Bank dated March 23, 1995.
I. "Account Servicing, Document Storage"
IV. "Deferment and Forbearance Processing"
VI. "Filing Claims"
II. NONCOMPLIANCE
1. Financed Federal Loans
We have not complied with the following regulations for the Financed Federal
Loans as of December 31, 1996 and for the period September 1, 1996 to
December 31, 1996:
* 34 CFR 682.208, "Due Diligence in Servicing a Loan"; (a), (b)(iii), and
(b)(iv).
2. Financed Private Loans
We have not complied with the following requirements as of December 31, 1996
and for the period from September 1, 1996 to December 31, 1996:
II. "Delinquency Servicing"
With respect to "Due Diligence in Servicing a Loan" under federal regulation
34 CFR 682.208, parts (a), (b)(iii), and (b)(iv) for Financed Federal Loans,
and Delinquency Servicing" under Section 4.08 of the Agreement for Financed
Private Loans as noted above, the Servicier provided reporting to credit
bureaus during the period. However, it was determined that some stautses
were reported erroneously. These status conditions have been identified
and corrected during 1996 and in early 1997. Statuses reporting borrowers'
delinquincies were corrected in April 1996. In early 1997, statuses
pertaining to the "transfer" of loans from KeyBank ownership to the
Trusts' ownerships were clarified. During the period from September 1, 1996
to December 31, 1996, these reporting status errors did not result in the
failure to pay any Federal of Private loan guarantees for loans held in the
Trusts. The credit bureaus have acknowledged Servicer's correction of the
reporting statuses and are updating their records monthly with tapes provided
by the Servicer. Review of individual borrowers' credit bureau reports
reflects that all pertinent information has been reported as of February
1997 as required under Section 4.08 of the Agreement and federal regulation
34 CFR 682.208.
<PAGE>
Exhibit 99(d)
Ernst & Young LLP
KeyBank USA, National Association Bankers Trust Company
127 Public Square as Indenture Trustee
Cleveland, Ohio 44114-1306 4 Albany Street, 7th Floor
New York, New York 10015
The First National Bank of Chicago
as Eligible Lender Trustee
One First National Plaza Suite 0126
Chicago, Illinois 60670
Independent Accountants' Report
For KeyCorp Student Loan Trust 1996-A
We have examined management's assertion, included in its
representation letter dated February 4, 1997 that KeyBank USA,
Naional Association (KBUSA), a wholly owned subsidiary of KeyCorp,
compiled with sections 4.04, 4.08(a), 4.08(b), 4.08(c), 5.05, 5.06,
5.07 and 5.08 of the KeyCorp Student Loan Trust 1996-A Sale and
Servicing Agreement and sections 1.(a) (B), 1.(a) (D), 1.(a) (G),
1.(a) (J), 1.(a) (T), 2 and 3 of the KeyCorp Student Loan Trust
1996-A Administration Agreement (collectively, the "Agreements") as
of December 31, 1996 and for the period from September 27, 1996 through
December 31, 1996. As discussed in the representation letter,
management is responsible for KBUSA's compliance with those requirements.
Our responsibility is to express an opinion on management's assertions
about KBUSA's compliance based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included examining, on a test
basis, evidence about KBUSA's compliance with those
requirements and performing such other procedures as we
considered necessary in the circumstances, except that in accordance
with Section 5.05 of the Sale and Servicing Agreement, our examination
assumed the accuracy of reports prepared by KBUSA's student loan
processor. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal
determination on KBUSA's compliance with the aforementioned requirements.
In our opinion, assuming the accuracy of reports prepared
by KBUSA's student loan processor, management's assertion
that KBUSA was in compliance with the sections in the Agreements
referred to above, as of December 31, 1996 and for the period
from September 27, 1996 through December 31, 1996, is fairly
stated, in all material respects.
This report is intended solely for your information and is not
to be referred to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the Agreements
or in the exhibits attached hereto. However, this report is a matter
of public record as a result of being included as an exhibit to the
Annual Report of Form 10-K prepared by KBUSA and filed with the
Securities and Exchange Commission on behalf of KeyCorp Student Loan
Trust 1996-A.
Ernst & Young LLP
February 4, 1997
