SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LIGHTYEAR FUND GP LLC (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COLLEGIATE FUNDING SERVICES INC [ CFSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/21/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/21/2004		J(1)(2)		10,678,463	D	$0.00	0	I(1)(2)	See footnotes(1)(2)(3)(4)
Common Stock	07/21/2004		J(1)(2)		10,678,463	A	$0.00	15,271,259	I(1)(2)	See footnotes(1)(2)(3)(4)
Class A Common Stock	07/21/2004		J(5)(6)		53,321	D	$0.00	0	I(5)(6)	See footnotes(3)(4)(5)(6)
Common Stock	07/21/2004		J(5)(6)		53,321	A	$0.00	74,824	I(5)(6)	See footnotes(3)(4)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* LIGHTYEAR FUND GP LLC (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARRON & ASSOCIATES LLC (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARRON DONALD B (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIGHTYEAR FUND LLP (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIGHTYEAR CO INVEST PARTNERSHIP LP (Last) (First) (Middle) COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY (Street) FREDERICKSBURG VA 22406 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On July 21, 2004, pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all shares of Class A Common Stock and Class B Common Stock were converted into a single class of Common Stock. The number of shares of Common Stock reported as beneficially owned following the reclassification reflects a 1.430099-for-one stock split which was completed following the reclassification, at which time 10,678,463 shares of Common Stock directly owned by The Lightyear Fund were split into 15,271,259 shares of Common Stock. As the sole general partner of The Lightyear Fund, Lightyear Fund G.P., LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such securities. (continued in next footnote)

2. (continued from previous footnote) As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities.

3. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry.

4. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of stock covered by this Statement. Each of Lightyear Fund GP, Marron & Associates and Mr. Donald B. Marron disclaims beneficial ownership of the stock held by The Lightyear Fund and Co-Invest, except to the extent of its or his pecuniary interest in such shares of stock.

5. On July 21, 2004, pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Exchange Act, all shares of Class A Common Stock and Class B Common Stock were converted into a single class of Common Stock. The number of shares of Common Stock reported as beneficially owned following the reclassification reflects a 1.430099-for-one stock split which was completed following the reclassification, at which time 52,321 shares of Common Stock directly owned by The Lightyear Fund Co-Invest Partnership, L.P. ("Co-Invest") were split into 74,824 shares of Common Stock. As the sole general partner of Co-Invest, Lightyear Fund GP may also be deemed to be the beneficial owner of such securities. As the managing member of Lightyear Fund GP, Marron & Associates may also be deemed to be the beneficial owner of such securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such securities. (continued in next footnote)

6. (continued from previous footnote) Because such controlling persons also control the Lightyear Fund, Co-Invest may be deemed to be a member of a "group" (as defined under Rule 13d-5(b)(4) promulgated under the Exchange Act) together with the Lightyear Fund and, accordingly, deemed to be a 10% "beneficial owner" within the meaning of Rule 16a-1(a)(1) promulgated under the Exchange Act.

Remarks:

	/s/ Charles J. Payne, attorney-in-fact	07/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.