EXHIBIT 23.2

 
                        Consent of Independent Auditors

We consent to the incorporation by reference in Amendment No. 1 to Form S-1 on 
Form S-3 Registration Statement (No. 333-38391) of our report dated January 13, 
1997 (except as to the third and fourth paragraphs of Note 2, as to which date
is April 7, 1997), with respect to the consolidated financial statements of SLM
Holding Corporation incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.

/s/ Ernst & Young LLP

Washington, D.C.     
September 30, 1998