Exhibit 23.1

                   CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration 
Statements of SLM Holding Corporation and in the related Prospectuses of our 
report dated January 13, 1997, with respect to the consolidated financial 
statements of SLM Holding Corporation incorporated by reference in the Annual 
Report (Form 10-K) for the year ended December 31, 1998:




Registration Statement
        Number                Description
- ----------------------        ------------------------------------------------
                           

      333-53631                        Form S-8, pertaining to SLM Holding 
                                  Corporation Management Incentive Plan

      333-44425                        Form S-8, pertaining to SLM Holding 
                                  Corporation Employee Stock Option Plan and
                                  SLM Holding Corporation Directors Stock 
                                  Plan.

      333-33577                        Form S-8, pertaining to SLM Holding 
                                  Corporation's-Sallie Mae Employees' Thrift 
                                  & Savings Plan.

      333-33575                        Form S-8 and Post-Effective Amendment 
                                  No. 8 on Form S-8 to Form S-4, pertaining 
                                  to SLM Holding Corporation's-Sallie Mae 
                                  1993-1998 Stock Option Plan; Sallie Mae 
                                  Board of Directors' Stock Option Plan; 
                                  Sallie Mae Incentive Performance Plan; 
                                  Sallie Mae Board of Directors' Restricted 
                                  Stock Plan; Sallie Mae Employees' Stock 
                                  Purchase Plan; Sallie Mae Directors 
                                  Deferred Compensation Plan; and Sallie Mae 
                                  Stock Compensation Plan.

      333-38391                       Form S-1 and Pre-Efective Amendment 
                                  No. 1 on Form S-3 pertaining to shares of 
                                  SLM Holding Corporation's common stock 
                                  issuable upon the exercise of outstanding 
                                  warrants to purchase shares of SLM Holding 
                                  Corporation's common stock.



                                        /s/Ernst & Young LLP

Washington, D.C.
March 29, 1999