EXHIBIT 24.1
                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a National banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perfrom any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.

                                        /s/ A. Jay Meyerson
                                        Name: A. Jay Meyerson



                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.

                               /s/ Ronald J. Nicholas, Jr.
                               Name: Ronald J. Nicholas, Jr.

                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 10th day of July, 1997.

                         /s/ Joseph A. Pampush
                           Name: Joseph A. Pampush


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.

                                    /s/ Lee Irving 
                                    Name: Lee Irving


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.

                                    /s/ Craig C. Brooks
                                    Name:  Craig C. Brooks


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.
 
                                 /s/ Allen J. Gula
                               Name: Allen J. Gula


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association(the "Bank"), which proposes
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
with respect to the issuance of up to $1,000,000,000 in securities by one or
more Trusts, to be established by the Bank in connection with the securitization
of a portion of the Bank's student loan portfolio, hereby constitutes and
appoints Craig C. Brooks, John H. Mancuso, and Forrest F. Stanley, and each of
them, as his attorney, with full power of substitution and resubstitution, for
and in his or her name, place, and stead, to sign and file the proposed
Registration Statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration, with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute.


     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 10th day of July, 1997.

                                  /s/ Jeanne B. Krips
                                 Name:  Jeanne B. Krips


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association(the "Bank"), which proposes
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
with respect to the issuance of up to $1,000,000,000 in securities by one or
more Trusts, to be established by the Bank in connection with the securitization
of a portion of the Bank's student loan portfolio, hereby constitutes and
appoints Craig C. Brooks, John H. Mancuso, and Forrest F. Stanley, and each of
them, as his attorney, with full power of substitution and resubstitution, for
and in his or her name, place, and stead, to sign and file the proposed
Registration Statement and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration, with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute.


     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 17th day of July, 1997.

                               /s/ John H. Mancuso
                               Name:  John H. Mancuso


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 10th day of July, 1997.

                                    /s/ Kevin M. Blakely
                                    Name:  Kevin M. Blakely


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 10th day of July, 1997.

                               /s/ K. Brent Somers
                               Name:  K. Brent Somers


                               POWER OF ATTORNEY

     The undersigned director, officer, or director and officer of Key Bank USA,
National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints Craig C. Brooks, John H. Mancuso, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand at Cleveland,
Ohio this 10th day of July, 1997.

                                  /s/ Stephen E. Wall
                                  Name:  S. E. Wall, President & COO