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This document is a notice and proxy statement for USA Education Inc.'s 2001 annual meeting of shareholders. It notifies shareholders that the meeting will be held on May 10, 2001 to elect directors, vote on increasing authorized shares of common stock, ratify auditors, and conduct other business. It provides information about each item of business, the board of directors, executive compensation, and share ownership. Shareholders are urged to vote by proxy to establish a quorum for the meeting.


























