NATIONAL COLLEGIATE TRUST 1997 S1
10-K, 1998-04-15
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(MARK ONE)

/X/  Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
     1934 For the fiscal year ended December 31, 1997

                                       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 No. 33-63616

                      THE NATIONAL COLLEGIATE TRUST 1997-S1
               (Exact name of Issuer as specified in its charter)

                 DELAWARE                            52-2019939
                 --------                            ----------
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)             Identification No.)

                   C/O DELAWARE TRUST CAPITAL MANAGEMENT, INC.
                                900 MARKET STREET
                           WILMINGTON, DELAWARE 19801
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code:  302 421-7748
                                                 ------------

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
      Title Of Each Class                         on which registered
      -------------------                          -------------------

            NONE                                     NOT APPLICABLE


Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                      ----
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 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 / /
                                   



<PAGE>




DOCUMENTS INCORPORATED BY REFERENCE:
- -----------------------------------

The following documents filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, are incorporated by reference into Part I of this Form
10-K: the Prospectus Supplement dated April 7, 1997 (the "Prospectus
Supplement") together with the Prospectus dated April 7, 1997. Capitalized terms
not defined herein shall have the meanings set forth in the Prospectus
Supplement.


<PAGE>



                      THE NATIONAL COLLEGIATE TRUST 1997-S1

                                    FORM 10-K

                                TABLE OF CONTENTS

Part I

     Item     1.  Business..............................................1

     Item     2.  Properties............................................1

     Item     3.  Legal Proceedings.....................................1

     Item     4.  Submission of Matters to a Vote of Security Holders...1


Part II

     Item    5.  Market for Issuer's Common Equity
                          and Related Shareholder Matters.............. 1

     Item    6.  Selected Financial Data............................... 1

     Item    7.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations................ 2

     Item    8.  Financial Statements and Supplementary Data........... 2

     Item    9.  Disagreements on Accounting and Financial Disclosure.. 2


Part III

         Item    10.  Directors and Officers of the Issuer............. 2

         Item    11.  Executive Compensation........................... 2

         Item    12.  Security Ownership of Certain Beneficial
                          Owners and Management........................ 2

         Item    13.  Certain Relationships and Related Transactions... 2


Part IV

         Item    14.  Exhibits, Financial Statement Schedules
                          and Reports on Form 8-K...................... 3


<PAGE>


  


                                     PART I

ITEM 1    BUSINESS.
          --------

          The National Collegiate Trust 1997-S1 (the "Issuer") is a
Delaware business trust established for the sole purpose of acquiring, owning,
holding and pledging a portfolio of student loans (the "Student Loans") and
issuing and selling two classes of bonds collateralized by the Student Loans,
designated as 7.45% Class A Collateralized Student Loan Bonds, Series 1997-S1,
with an aggregate initial principal amount of $5,250,000 and 8.25% Class B
Collateralized Student Loan Bonds, Series 1997-S1, with an aggregate initial
principal amount of $2,750,000 (as of the date of issuance, April 10, 1997).


ITEM 2    PROPERTIES.
          ----------

          See Item 14 below.


ITEM 3    LEGAL PROCEEDINGS.
          ----------------
          
     There were no legal proceedings involving the Student Loans, the Issuer,
the Custodian, the Servicer, the Indenture Trustee or the Depositor with respect
to the Student Loans.


ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          ---------------------------------------------------

          No matter was submitted to a vote of security holders during
the fiscal year ended December 31, 1997.



                                    PART II

ITEM 5    MARKET FOR ISSUER'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
          -----------------------------------------------------------------

          (a)  There is no established trading market for the Bonds.

          (b)  As of January 12, 1998, there were three holders of record
of the Issuer's Bonds; two holders of the Class A Bonds and one holder of record
of the Class B Bonds.


ITEM 6    SELECTED FINANCIAL DATA.
          ------------------------

          Not applicable.


<PAGE>


 
ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
          ----------------------------------------------------------------
          RESULTS OF OPERATIONS.
          ---------------------

          Not applicable.


ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
          -------------------------------------------

          Not applicable.


ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          ---------------------------------------------------------------
          FINANCIAL DISCLOSURE.
          --------------------

          There has been a change in accountants but not due to any
disagreement. The new accountant is Coopers & Lybrand.



                                    PART III


ITEM 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER.
          ----------------------------------------------

          Not applicable.


ITEM 11   EXECUTIVE COMPENSATION.
          ----------------------

          Not applicable.


ITEM 12   SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.

          The following table provides information, as of January 12,
1998 with respect to the ownership by each person or group of persons, known by
the Issuer to be a record owner of 5% or more of the Class A Bonds or Class B
Bonds. This does not reflect the persons who hold their certificates in nominee
or "street" name.

          Except as set forth in the following table, the Issuer is not
aware of any record owner of more than 5% of the Class A Bonds or Class B Bonds
as of the close of business on January 12, 1998.



<PAGE>


   

- -------------------------------------------------------------------------------



 Series 1997-S1                                       Principal Amount of Bonds
 Class of Bonds          Name and Address                   Owned of Record
 ---------------      -----------------------         -------------------------
 Class A                 Bankers Trust Company                $2,250,000
                         16 Wall Street, 5th Floor
                         New York, NY 10005

 Class A                 Northern Trust Company               $3,000,000
                         801 S. Canal C-IN
                         Chicago, IL 60607

 Class B                 Bankers Trust Company                $2,750,000
                         c/o BT Services Tennessee Inc.
                         648 Grassmere Park Drive
                         Nashville, TN 37211
- -------------------------------------------------------------------------------


ITEM 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          ----------------------------------------------  

     Not applicable since there were no transactions nor are there any proposed
transactions between the Issuer and any Bondholder or between the Issuer and any
immediate family member of any Bondholder.

ITEM 14   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
          ----------------------------------------------------------------

          (a) (1) and (2) Not applicable.

               (3) (i) Annual Statement of Compliance of the Servicer for the
          year ended December 31, 1997.

               (ii)    Annual Audit Report of the Servicer for the year ended
          December 31, 1997, as prepared by Ernst & Young LLP.

          (iii) Servicer Report of the Servicer for the year ended December 31,
          1997.

          (b) Reports on Form 8-K.



<PAGE>



          A Current Report on Form 8-K, was filed on April 10, 1997. That Form
     8-K reported under Item 2 thereof the formation of the Issuer, the
     acquisition of the Student Loans and the issuance of the Bonds. Pursuant to
     Item 7, also filed were a Term Agreement dated April 10, 1997, a Trust
     Agreement dated February 26, 1997, and an Administration Agreement dated as
     of April 1, 1997.

          A Form 8-K was also filed each month thereafter until December 31,
     1997, which filed under Item 7, the related Monthly Servicer Report
     prepared by the Servicer.

               (c)  The response to this portion of Item 14 is submitted as a
                    separate section of this report.

               (d)  Not applicable .




          SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
          --------------------------------------------------------------------
          TO SECTION 15(D) BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
          --------------------------------------------------------------------
          PURSUANT TO SECTION 12 OF THE ACT.
          ---------------------------------

          No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Bondholders, and the Issuer does not contemplate
sending any such materials subsequent to the filing of this report.



<PAGE>



                                   SIGNATURES


          Subject to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        THE NATIONAL COLLEGIATE TRUST 1997-S1
                                        (Issuer)


                                        By:  DELAWARE TRUST CAPITAL
                                             MANAGEMENT, INC.,
                                             not in its individual capacity but
                                             as Owner Trustee


                                       By: /s/ Richard N. Smith
                                           ---------------------
                                       Name: Richard N. Smith
                                       Title: Vice President


Dated: April 15, 1998










                      ANNUAL STATEMENT OF COMPLIANCE OF THE
                  SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997

<PAGE>

ANNUAL STATEMENT OF COMPLIANCE OF THE
SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997

CERTIFICATE OF THE PENNSYLVANIA HIGHER EDUCATION
 ASSISTANCE AGENCY

                  This certificate is delivered pursuant to Section 9.07 of that
certain Indenture, dated as of April 1, 1997, between The National Collegiate
Trust 1997-S1 and State Street Bank and Trust Company (the "Indenture").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Indenture.

                  The undersigned, as the duly elected President and Chief
Executive Officer of the Pennsylvania Higher Education Assistance Agency
("PHEAA"), the Servicer for The National Collegiate Trust 1997-S1 (the
"Servicer"), a public corporation and a governmental instrumentality of the
Commonwealth of Pennsylvania, does hereby certify as follows:

                           1. a review of the activities of the Servicer, and
                           the Servicer's performance under the Servicing
                           Agreement for the previous twelve months ending
                           December 31, 1997 has been made under my supervision;
                           and

                           2. to the best of my knowledge, based on such review,
                           the Servicer has or has caused to be performed all of
                           its obligations under the Servicing Agreement
                           throughout the previous twelve months ending December
                           31, 1997 and no Default has occurred under the
                           Servicing Agreement.

                                   THE PENNSYLVANIA HIGHER EDUCATION
                                   ASSISTANCE AGENCY


                                   By: /s/ Michael H. Hershock
                                       -----------------------------
                                   Name:   Michael H. Hershock
                                   Title:  President and Chief Executive Officer







                           ANNUAL AUDIT REPORT OF THE
                ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 1997

                           [TO BE FILED BY SUPPLEMENT]








                             SERVICER REPORT OF THE
                  SERVICER FOR THE YEAR ENDED DECEMBER 31, 1997




<PAGE>

<TABLE>
<CAPTION>
                     THE NATIONAL COLLEGIATE TRUST 1997 S-1
                    CASH/NON-CASH RECONCILIATION REPORT -045-
                                  DATE 12/31/97
                     PORTFOLIO # 99999 / STATUS = IN-SCHOOL



                                  NO.              BORROWER   GOVT.  LT. CHARGES
                                  NOTES  PRINCIPAL INTEREST  NTEREST  COLLECTED
                                  -----  --------- --------  -------  --------
<S>                                  <C>    <C>         <C>      <C>    <C>
  1.BEGINNING BALANCE
  2.NEW ACQUISITIONS
  3.TRANSFERS IN
  4.CASH COLLECTIONS
    A. DEBITS

       1.  REVERSALS                   0      .00         .00      .00    .00
    B.  CREDITS
       1.  PAYMENTS                   10   719.00      507.62      .00    .00
       2.  PAYOFFS-CLAIM               0      .00         .00      .00    .00
    C.  TOTAL CASH                    10   719.00      507.62      .00    .00
  5. NON-CASH COLLECTION
    A.  DEBITS
       1.  REVERSALS-ADV.              0      .00         .00      .00    .00
       2.  ADJUST-ADVICE               1      .00       43.20      .00    .00
       3.  WRITE-UPS-GEN               0      .00         .00      .00    .00
       4.  CAPITAL INT.                0      .00         .00      .00    .00
       5.  WRITE-UPS                   6     9.10         .00      .00    .00
       6.  RESALES                     0      .00         .00      .00    .00
    B.  CREDITS
       1.  PAYMENTS-ADV.               0      .00         .00      .00    .00
       2.  ADJUST-ADVICE               2      .00         .02      .00    .00
       3.  WRITE-OFFS-GE               0      .00         .00      .00    .00
       4.  PAYOFFS-CLAIM               0      .00         .00      .00    .00
       5.  CAPITAL INT.                0      .00         .00      .00    .00
       6.  WRITE-OFFS                  0      .00         .00      .00    .00
       7.  CANCELLATIONS               0      .00         .00      .00    .00
    C.  TOTAL NON-CASH                 9     9.10       43.18      .00    .00
  6. TRANSFERS OUT
  7. OTHER REMOVALS
  8. BALANCE BEFORE ACCRUALS
  9. CURRENT MONTH ACCRUALS
 10.ADJS PREV PDS EARNINGS
 11. ADJS PREV PDS EARNINGS-CLAIMS
    A.    DEBITS
    B. CREDITS
    C. TOT ADJS PREV PDS EARN-CLAIMS
 12. SYSTEM REMOVALS
 13. ENDING BALANCE

</TABLE>


<TABLE>
<CAPTION>

                                       NO.                   BORROWER     GOVT.
                                     NOTES     PRINCIPAL     INTEREST   INTEREST
                                     -----     ---------     --------   --------

<S>                                   <C>       <C>          <C>           <C>  
 1.BEGINNING BALANCE                  2075     4,631,254.61  357,059.63    .00  
 2.NEW ACQUISITIONS                      0              .00         .00
 3.TRANSFERS IN                          0              .00         .00    .00
 4.CASH COLLECTIONS
   A. DEBITS
      1.  REVERSALS
   B.  CREDITS
      1.  PAYMENTS
      2.  PAYOFFS-CLAIM
   C.  TOTAL CASH
 5. NON-CASH COLLECTION
   A.  DEBITS
      1.  REVERSALS-ADV.
      2.  ADJUST-ADVICE
      3.  WRITE-UPS-GEN
      4.  CAPITAL INT.
      5.  WRITE-UPS
      6.  RESALES
   B.  CREDITS
      1.  PAYMENTS-ADV.
      2.  ADJUST-ADVICE
      3.  WRITE-OFFS-GE
      4.  PAYOFFS-CLAIM
      5.  CAPITAL INT.
      6.  WRITE-OFFS
      7.  CANCELLATIONS
   C.  TOTAL NON-CASH
 6. TRANSFERS OUT                     380     1,237,071.10    103,266.35     .00
 7. OTHER REMOVALS                      0              .00           .00     .00
 8. BALANCE BEFORE ACCRUALS          1695     3,393,473.61    253,328.84     .00
 9. CURRENT MONTH ACCRUALS                                     26,386.48     .00
10.ADJS PREV PDS EARNINGS                                          43.18     .00
11. ADJS PREV PDS EARNINGS-CLAIMS 
   A.    DEBITS                                                      .00     .00
   B. CREDITS                                                        .00     .00
   C. TOT ADJS PREV PDS EARN-CLAIMS                                  .00     .00
12. SYSTEM REMOVALS                     6              .00           .00     .00
13. ENDING BALANCE                   1689     3,393,473.61    279,715.32     .00


</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                     THE NATIONAL COLLEGIATE TRUST 1997 S-1
                    CASH/NON-CASH RECONCILIATION REPORT -045-
                                  DATE 12/31/97
                      PORTFOLIO # 99999 / STATUS = IN-GRACE



                                       NO.                BORROWER     GOVT.
                                     NOTES   PRINCIPAL    INTEREST    INTEREST 
                                     -----   ---------    --------    -------- 
  <S>                                 <C>       <C>        <C>           <C>
  1. BEGINNING BALANCE                                                          
  2. NEW ACQUISITIONS                                                           
  3. TRANSFERS IN                                                               
  4. CASH COLLECTIONS
     A.    DEBITS
        1. REVERSALS                     0         .00        .00           .00 
     B. CREDITS
        1. PAYMENTS                      4       91.38     318.68           .00 
        2. PAYOFFS-CLAIM                 0         .00        .00           .00 
     C. TOTAL CASH                       4       91.38     318.68           .00 
  5. NON-CASH COLLECTION
     A.    DEBITS
        1. REVERSALS-ADV                 0         .00        .00           .00 
        2. ADJUST-ADVICE                 0         .00        .00           .00 
        3. WRITE-UPS-GEN                 0         .00        .00           .00 
        4. CAPITAL INT.                  0         .00        .00           .00 
        5. WRITE-UPS                     0         .00        .00           .00 
        6. RESALES                       0         .00        .00           .00 
     B. CREDITS
        1. PAYMENTS-ADV.                 0         .00        .00           .00 
        2. ADJUST-ADVICE                 1         .00        .01           .00 
        3. WRITE-OFFS-GE                 0         .00        .00           .00 
        4. PAYOFFS-CLAIM                 0         .00        .00           .00 
        5. CAPITAL INT.                  0         .00        .00           .00 
        6. WRITE-OFFS                    0         .00        .00           .00 
        7. CANCELLATIONS                 0         .00        .00           .00 
     C. TOTAL NON-CASH                   1         .00        .01           .00 
  6. TRANSFERS OUT                                                              
  7. OTHER REMOVALS                                                             
  8. BALANCE BEFORE ACCRUALS                                                    
  9. CURRENT MONTH ACCRUALS                                                     
 10. ADJS PREV PDS EARNINGS                                                     
 11. ADJS PREV PDS EARNINGS-CLAIMS
     A.    DEBITS                                                               
     B. CREDITS                                                                 
     C. TOT ADJS PREV PDS EARN-CLAIMS                                           
 12. SYSTEM REMOVALS                                                            
 13. ENDING BALANCE                                                             

</TABLE>

<TABLE>
<CAPTION>

                                LT. CHARGES        NO.                    BORROWER     GOVT.  
                                 COLLECTED        NOTES    PRINCIPAL      INTEREST    INTEREST 
                                 ---------        -----    ---------     ---------    -------- 
<S>                                <C>            <C>     <C>            <C>           <C>
 1. BEGINNING BALANCE                               72       215,761.88    16,890.94      .00
 2. NEW ACQUISITIONS                                 0                           .00      .00
 3. TRANSFERS IN                                   380     1,237,071.10   103,266.35      .00
 4. CASH COLLECTIONS
    A.    DEBITS
       1. REVERSALS                  .00     
    B. CREDITS                              
       1. PAYMENTS                   .00     
       2. PAYOFFS-CLAIM              .00     
    C. TOTAL CASH                    .00     
 5. NON-CASH COLLECTION                     
    A.    DEBITS                            
       1. REVERSALS-ADV              .00    
       2. ADJUST-ADVICE              .00    
       3. WRITE-UPS-GEN              .00    
       4. CAPITAL INT.               .00    
       5. WRITE-UPS                  .00    
       6. RESALES                    .00    
    B. CREDITS                              
       1. PAYMENTS-ADV.              .00    
       2. ADJUST-ADVICE              .00    
       3. WRITE-OFFS-GE              .00    
       4. PAYOFFS-CLAIM              .00    
       5. CAPITAL INT.               .00    
       6. WRITE-OFFS                 .00    
       7. CANCELLATIONS              .00    
    C. TOTAL NON-CASH                .00    
 6. TRANSFERS OUT                                25       70,205.02     5,543.38        .00   
 7. OTHER REMOVALS                                0             .00          .00        .00   
 8. BALANCE BEFORE ACCRUALS                     427    1,382,536.58   114,295.22        .00   
 9. CURRENT MONTH ACCRUALS                                             10,814.52        .00   
10. ADJS PREV PDS EARNINGS                                                   .01        .00   
11. ADJS PREV PDS EARNINGS-CLAIMS                                                             
    A.    DEBITS                                                             .00        .00   
    B. CREDITS                                                               .00        .00   
    C. TOT ADJS PREV PDS EARN-CLAIMS                                         .00        .00   
12. SYSTEM REMOVALS                              00             .00          .00        .00   
13. ENDING BALANCE                              427    1,382,536.58   125,109.74        .00   

</TABLE>
 
<PAGE>


<TABLE>
<CAPTION>

                                               THE NATIONAL COLLEGIATE TRUST 1997 S-1
                                             CASH/NON-CASH RECONCILIATION REPORT -045-
                                                           DATE 12/31/97
                                                PORTFOLIO # 99999 / STATUS = PAYOUT


                                          NO.                       BORROWER      GOVT.     
                                         NOTES       PRINCIPAL      INTEREST     INTEREST   
                                         -----       ---------      --------     --------   
<S>                                        <C>          <C>          <C>             <C>    
    1. BEGINNING BALANCE                                                                    
    2. NEW ACQUISITIONS                                                                     
    3. TRANSFERS IN                                                                         
    4. CASH COLLECTIONS
       A.    DEBITS
          1. REVERSALS                        3            54.78        28.33        .00    
       B. CREDITS
          1. PAYMENTS                       297         7,544.30     8,415.80        .00    
          2. PAYOFFS-CLAIM                    0              .00          .00        .00    
       C. TOTAL CASH                        300         7,489.52     8,387.47        .00    
    5. NON-CASH COLLECTION
       A.    DEBITS
          1. REVERSALS-ADV                   23              .92       694.09        .00    
          2. ADJUST-ADVICE                   92           220.29       390.23        .00    
          3. WRITE-UPS-GEN                    0              .00          .00        .00    
          4. CAPITAL INT.                   304        14,996.57    12,007.62        .00    
          5. WRITE-UPS                        5            11.44          .00        .00    
          6. RESALES                          0              .00          .00        .00    
       B. CREDITS
          1. PAYMENTS-ADV.                  130           320.58     4,581.87        .00    
          2. ADJUST-ADVICE                  252           249.03       763.72        .00    
          3. WRITE-OFFS-GE                    0              .00          .00        .00    
          4. PAYOFFS-CLAIM                    1         5,684.38       309.67        .00    
          5. CAPITAL INT.                   305        12,177.91    14,961.31        .00    
          6. WRITE-OFFS                       2              .54          .00        .00    
          7. CANCELLATIONS                    0              .00          .00        .00    
       C. TOTAL NON-CASH                   1114         3,203.22     7,524.63        .00    
    6. TRANSFERS OUT                                                                        
    7. OTHER REMOVALS                        
    8. BALANCE BEFORE ACCRUALS               
    9. CURRENT MONTH ACCRUALS                
   10. ADJS PREV PDS EARNINGS                
   11. ADJS PREV PDS EARNINGS-CLAIMS
       A.    DEBITS                          
       B. CREDITS                            
       C. TOT ADJS PREV PDS EARN-CLAIMS      
   12. SYSTEM REMOVALS                       
   13. ENDING BALANCE                        

</TABLE>



<TABLE>
<CAPTION>

                                LT. CHARGES   NO.                      BORROWER      GOVT.  
                                 COLLECTED   NOTES     PRINCIPAL       INTEREST     INTEREST 
                                 ---------   -----     ---------       --------     -------- 
<S>                                <C>       <C>        <C>            <C>            <C>
 1. BEGINNING BALANCE                          473      1,572,340.93     23,391.41      .00  
 2. NEW ACQUISITIONS                             0               .00           .00           
 3. TRANSFERS IN                                27         70,205.02      5,543.38      .00  
 4. CASH COLLECTIONS                                                                         
    A.    DEBITS                           
       1. REVERSALS                   .00  
    B. CREDITS                             
       1. PAYMENTS                    .00  
       2. PAYOFFS-CLAIM               .00  
    C. TOTAL CASH                     .00  
 5. NON-CASH COLLECTION                    
    A.    DEBITS                           
       1. REVERSALS-ADV               .00  
       2. ADJUST-ADVICE               .00  
       3. WRITE-UPS-GEN               .00  
       4. CAPITAL INT.                .00  
       5. WRITE-UPS                   .00  
       6. RESALES                     .00  
    B. CREDITS                             
       1. PAYMENTS-ADV.               .00  
       2. ADJUST-ADVICE               .00  
       3. WRITE-OFFS-GE               .00  
       4. PAYOFFS-CLAIM               .00  
       5. CAPITAL INT.                .00  
       6. WRITE-OFFS                  .00  
       7. CANCELLATIONS               .00  
    C. TOTAL NON-CASH                 .00  
 6. TRANSFERS OUT                                0               .00           .00      .00  
 7. OTHER REMOVALS                               0               .00           .00      .00  
 8. BALANCE BEFORE ACCRUALS                    500      1,631,853.21     13,022.69      .00  
 9. CURRENT MONTH ACCRUALS                                               13,298.51      .00  
10. ADJS PREV PDS EARNINGS                                                  411.20      .00  
11. ADJS PREV PDS EARNINGS-CLAIMS                                                            
    A.    DEBITS                                                               .00      .00  
    B. CREDITS                                                                 .00      .00  
    C. TOT ADJS PREV PDS EARN-CLAIMS                                           .00      .00  
12. SYSTEM REMOVALS                              4          5,684.38        263.58      .00  
13. ENDING BALANCE                             496      1,631,853.21     26,321.20      .00  
</TABLE>
 

<PAGE>

<TABLE>
<CAPTION>


                                               THE NATIONAL COLLEGIATE TRUST 1997 S-1
                                             CASH/NON-CASH RECONCILIATION REPORT -045-
                                                           DATE 12/31/97
                                                 PORTFOLIO # 99999 / STATUS = TOTAL


                                           NO.                  BORROWER         GOVT.  
                                          NOTES    PRINCIPAL    INTEREST        INTEREST
                                          -----    ---------    --------        --------
<S>                                       <C>       <C>          <C>            <C> 
  1. BEGINNING BALANCE                                                                  
  2. NEW ACQUISITIONS                                                                   
  3. TRANSFERS IN                                                                       
  4. CASH COLLECTIONS
     A.    DEBITS
        1. REVERSALS                           3        54.78         28.33         .00 
     B. CREDITS
        1. PAYMENTS                          311     8,354.68      9,242.10         .00 
        2. PAYOFFS-CLAIM                       0          .00           .00         .00 
     C. TOTAL CASH                           314     8,299.90      9,213.77         .00 
  5. NON-CASH COLLECTION
     A.    DEBITS
        1. REVERSALS-ADV                      23          .92        694.09         .00 
        2. ADJUST-ADVICE                      93       220.29        433.43         .00 
        3. WRITE-UPS-GEN                       0          .00           .00         .00 
        4. CAPITAL INT.                      304    14,996.57     12,007.62         .00 
        5. WRITE-UPS                          11        20.54           .00         .00 
        6. RESALES                             0          .00           .00         .00 
     B. CREDITS
        1. PAYMENTS-ADV.                     130       320.58      4,581.87         .00 
        2. ADJUST-ADVICE                     255       249.03        763.75         .00 
        3. WRITE-OFFS-GE                       0          .00           .00         .00 
        4. PAYOFFS-CLAIM                       1     5,684.38        309.67         .00 
        5. CAPITAL INT.                      305    12,177.91     14,961.31         .00 
        6. WRITE-OFFS                          2          .54           .00         .00 
        7. CANCELLATIONS                       0          .00           .00         .00 
     C. TOTAL NON-CASH                      1124     3,194.12      7,481.46         .00 
  6. TRANSFERS OUT 
  7. OTHER REMOVALS
  8. BALANCE BEFORE ACCRUALS
  9. CURRENT MONTH ACCRUALS
 10. ADJS PREV PDS EARNINGS
 11. ADJS PREV PDS EARNINGS-CLAIMS
     A.    DEBITS
     B. CREDITS
     C. TOT ADJS PREV PDS EARN-CLAIMS
 12. SYSTEM REMOVALS
 13. ENDING BALANCE
</TABLE>



<TABLE>
<CAPTION>

                                LT. CHARGES   NO.                      BORROWER       GOVT.  
                                 COLLECTED   NOTES     PRINCIPAL       INTEREST     INTEREST 
                                 ---------   -----     ---------       --------     -------- 
<S>                                <C>       <C>        <C>            <C>            <C>
 1. BEGINNING BALANCE                         2620      6,419,357.42    397,341.98       .00  
 2. NEW ACQUISITIONS                             0               .00           .00            
 3. TRANSFERS IN                               407      1,307,276.12    108,809.73       .00  
 4. CASH COLLECTIONS                      
    A.    DEBITS                          
       1. REVERSALS                  .00  
    B. CREDITS                            
       1. PAYMENTS                   .00  
       2. PAYOFFS-CLAIM              .000 
    C. TOTAL CASH                    .00  
 5. NON-CASH COLLECTION                   
    A.    DEBITS                          
       1. REVERSALS-ADV              .00  
       2. ADJUST-ADVICE              .00  
       3. WRITE-UPS-GEN              .00  
       4. CAPITAL INT.               .00  
       5. WRITE-UPS                  .00  
       6. RESALES                    .00  
    B. CREDITS                            
       1. PAYMENTS-ADV.              .00  
       2. ADJUST-ADVICE              .00  
       3. WRITE-OFFS-GE              .00  
       4. PAYOFFS-CLAIM              .00  
       5. CAPITAL INT.               .00  
       6. WRITE-OFFS                 .00  
       7. CANCELLATIONS              .00  
    C. TOTAL NON-CASH                .00  
 6. TRANSFERS OUT                              405       1,307,276.12   108,809.73       .00  
 7. OTHER REMOVALS                               0                .00          .00       .00  
 8. BALANCE BEFORE ACCRUALS                   2622       6,407,863.40   380,646.75       .00  
 9. CURRENT MONTH ACCRUALS                                               50,499.51       .00  
10. ADJS PREV PDS EARNINGS                                                  368.03       .00  
11. ADJS PREV PDS EARNINGS-CLAIMS                                                             
    A.    DEBITS                                                               .00       .00  
    B. CREDITS                                                                 .00       .00  
    C. TOT ADJS PREV PDS EARN-CLAIMS                                           .00       .00  
12. SYSTEM REMOVALS                             10           5,684.38       263.58       .00  
13. ENDING BALANCE                            2612       6,407,863.40   431,146.26       .00  
</TABLE>


<PAGE>


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