Exhibit 23.2


                        Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of SLM
Holding Corporation for the registration of $600,000,000 of debt securities,
common stock, preferred stock or warrants and to the incorporation by
reference therein of our report dated January 13, 1997, with respect to the
consolidated financial statements of SLM Holding Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.


                                    /s/ Ernst & Young LLP

Washington, D.C.
July 28, 1999