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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________

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BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
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KEYCORP STUDENT LOAN TRUST 1996-A
(Exact name of obligor as specified in its charter)

NEW YORK ###-##-####
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)

C/O THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA
SUITE 0126
CHICAGO, ILLINOIS 60670
(Address of principal executive offices) (Zip Code)

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FLOATING RATE ASSET BACKED NOTES
(Title of the indenture securities)

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ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority
to which it is subject.

NAME ADDRESS
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Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each such
affiliation.

None.

ITEM 3.-15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990 and Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated March 21, 1996. Copy attached.

EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.

EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.

EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as
amended on October 19, 1995. - Incorporated herein by
reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 33-65171.

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EXHIBIT 5 - Not applicable.

EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein by
reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.

EXHIBIT 7 - A copy of the latest report of condition of Bankers
Trust Company dated as of June 30, 1996.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 16th day
of August 1996.

BANKERS TRUST COMPANY

By: /s/ Lillian K. Peros
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Lillian K. Peros
Assistant Treasurer

SIGNATURE

BANKERS TRUST COMPANY

By: Lillian K. Peros
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Lillian K. Peros
Assistant Treasurer

STATE OF NEW YORK,
BANKING DEPARTMENT

I, PETER M. PHILBIN, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated March 20, 1996, providing for an increase in
authorized capital stock from $1,351,666,670 consisting of 85,166,667 shares
with a par value of $10 each designated as Common Stock and 500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$1,501,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,

this 21ST day of MARCH in the Year of our Lord
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one thousand nine hundred and ninety-six

Peter M. Philbin
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Deputy Superintendent of Banks.

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

UNDER SECTION 8005 OF THE BANKING LAW

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We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.

3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Three Hundred Fifty One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,351,666,670),
divided into Eighty-Five Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (85,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,501,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."

6. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this
20th day of March, 1996.

James T. Byrne, Jr.
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James T. Byrne, Jr.
Managing Director

Lea Lahtinen
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Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being duly sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements therein contained are true.

Lea Lahtinen
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Lea Lahtinen

Sworn to before me this 20th day of March, 1996.

Sandra L. West
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Notary Public Counterpart Filed in the
Office of the Superintendent of
Banks, State of New York,
this 21st day of
March 1996
SANDRA L. WEST
Notary Public, State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1996

Legal Title of Bank: Bankers Trust Company Call Date: 6/30/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS JUNE 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

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| C400 |
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Dollar Amounts in Thousands | RCFD Bil Mil Thou |
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ASSETS | ////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | ////////////////// |
a. Noninterest-bearing balances and currency and coin(1) ................ | 0081 1,631,000 |1.a.
b. Interest-bearing balances(2) ......................................... | 0071 2,066,000 |1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) ........... | 1754 0 |2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......... | 1773 3,761,000 |2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic offices | ////////////////// |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ................................................... | 0276 5,162,000 |3.a.
b. Securities purchased under agreements to resell ...................... | 0277 4,192,000 |3.b.
4. Loans and lease financing receivables: | ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 24,849,000 | ////////////////// |4.a.
b. LESS: Allowance for loan and lease losses....................RCFD 3123 923,000 | ////////////////// |4.b.
c. LESS: Allocated transfer risk reserve .......................RCFD 3128 0 | ////////////////// |4.c.
d. Loans and leases, net of unearned income, | ////////////////// |
allowance, and reserve (item 4.a minus 4.b and 4.c) .................. | 2125 23,926,000 |4.d.
5. Assets held in trading accounts ........................................... | 3545 33,052,000 |5.
6. Premises and fixed assets (including capitalized leases) .................. | 2145 858,000 |6.
7. Other real estate owned (from Schedule RC-M) .............................. | 2150 216,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 271,000 |8.
9. Customers' liability to this bank on acceptances outstanding .............. | 2155 572,000 |9.
10. Intangible assets (from Schedule RC-M) .................................... | 2143 18,000 |10.
11. Other assets (from Schedule RC-F) ......................................... | 2160 7,612,000 |11.
12. Total assets (sum of items 1 through 11) .................................. | 2170 83,337,000 |12.
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<FN>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

Legal Title of Bank: Bankers Trust Company Call Date: 6/30/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3

SCHEDULE RC--CONTINUED ---------------------------
Dollar Amounts in Thousands | //////// Bil Mil Thou |
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LIABILITIES | ///////////////////// |
13. Deposits: | ///////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 9,040,000 |13.a.
(1) Noninterest-bearing(1) ....................RCON 6631 3,569,000.. | ///////////////////// |13.a.(1)
(2) Interest-bearing ...........................RCON 6636 5,471,000.. | ///////////////////// |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | ///////////////////// |
part II) | RCFN 2200 19,648,000 |13.b.
(1) Noninterest-bearing .......................RCFN 6631 494,000 | ///////////////////// |13.b.(1)
(2) Interest-bearing ................RCFN 6636 19,154,000 | ///////////////////// |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in | ///////////////////// |
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ///////////////////// |
a. Federal funds purchased .................................................. | RCFD 0278 2,564,000 |14.a.
b. Securities sold under agreements to repurchase ........................... | RCFD 0279 790,000 |14.b.
15. a. Demand notes issued to the U.S. Treasury ................................. | RCON 2840 0 |15.a.
b. Trading liabilities ...................................................... | RCFD 3548 18,177,000 |15.b.
16. Other borrowed money: | ///////////////////// / |
a. With original maturity of one year or less ............................... | RCFD 2332 16,421,000 |16.a.
b. With original maturity of more than one year ............................. | RCFD 2333 3,388,000 |16.b.
17. Mortgage indebtedness and obligations under capitalized leases ................ | RCFD 2910 31,000 |17.
18. Bank's liability on acceptances executed and outstanding ...................... | RCFD 2920 572,000 |18.
19. Subordinated notes and debentures ............................................. | RCFD 3200 1,227,000 |19.
20. Other liabilities (from Schedule RC-G) ........................................ | RCFD 2930 6,911,000 |20.
21. Total liabilities (sum of items 13 through 20) ................................ | RCFD 2948 78,769,000 |21.
| ///////////////////// |
22. Limited-life preferred stock and related surplus .............................. | RCFD 3282 0 |22.
EQUITY CAPITAL | ///////////////////// |
23. Perpetual preferred stock and related surplus ................................. | RCFD 3838 500,000 |23.
24. Common stock .................................................................. | RCFD 3230 1,002,000 |24.
25. Surplus (exclude all surplus related to preferred stock) ...................... | RCFD 3839 528,000 |25.
26. a. Undivided profits and capital reserves ................................... | RCFD 3632 2,915,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ... | RCFD 8434 ( 5,000)|26.b.
27. Cumulative foreign currency translation adjustments ........................... | RCFD 3284 ( 372,000)|27.
28. Total equity capital (sum of items 23 through 27) ............................. | RCFD 3210 4,568,000 |28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | ///////////////////// |
and 28) ....................................................................... | RCFD 3300 83,337,000 |29.
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Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ------------
auditors as of any date during 1995 ...................................................| RCFD 6724 2 | M.1
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<FN>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

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(1) Including total demand deposits and noninterest-bearing time and savings
deposits.