UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                            SLM Holding Corporation
                            -----------------------
                                (Name of Issuer)

                     Common Stock, par value $.20 per share
                     --------------------------------------
                         (Title of Class of Securities)

                                    78442A109
                                    ---------
                                 (CUSIP Number)

                                  July 31, 2000
                                  -------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[   ]    Rule 13d-1(b)
[ X ]    Rule 13d-1(c)
[   ]    Rule 13d-1(d)


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the  Securities  Exchange Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior page.





                                  SCHEDULE 13G

CUSIP No. 518439 10 4


(1)      Names of Reporting Persons              USA Group Foundation, Inc.

         I.R.S. Identification                   35-1813228
         Nos. of Above Persons

(2)      Check the Appropriate Box               (a) [ ]
         if a Member of a Group                  (b) [ ]

(3)      SEC Use Only

(4)      Citizenship or Place of
         Organization                            Delaware


Number of Shares Beneficially Owned
by Each Reporting Person With


(5)      Sole Voting Power                       9,034,505

(6)      Shared Voting Power                     None

(7)      Sole Dispositive Power                  9,034,505

(8)      Shared Dispositive Power                None

(9)      Aggregate Amount Beneficially
         Owned by Each Reporting Person          9,034,505

(10)     Check if the Aggregate Amount
         in Row (9) Excludes Certain Shares      [   ]

(11)     Percent of Class Represented
         by Amount in Row 9                      5.77%

(12)     Type of Reporting Person                CO



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ITEM 1.

(a) Name of Issuer

          SLM Holding Corporation (the "Issuer")

(b) Address of Issuer's Principal Executive Offices

          11600 Sallie Mae Drive
          Reston, VA 20193


ITEM 2.

(a) Name of Person Filing

          USA Group Foundation, Inc. (the "Company")

(b) Address of Principal Business Office

          30 South Meridian Street
          Indianapolis, IN 46204-3503

(c) Citizenship

          Organized in the State of Delaware

(d) Title of Class of Securities

          This  report  covers the  Issuer's  Common  Stock,  par value $.20 per
          share.

(e) CUSIP No.

          The CUSIP number of the Common Stock is 78442A109.



                                       3


ITEM 3.

          Not applicable.


ITEM 4. Ownership

          The Company  holds  9,034,505,  which  represent  5.77  percent of the
          Common  Stock.  The  Company has the sole power to vote and dispose of
          the Stock.


ITEM 5.   Ownership of Five Percent or Less of a Class

          If this  statement  is being  filed to report  the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more  than  five  percent  of the  class of  securities,  check the
          following [ ].


ITEM 6.   Ownership of More Than Five Percent on Behalf of Another Person

          No person  other than those  described  in Item 4 is known to have the
          right to receive or the power to direct the receipt of dividends from,
          or the  proceeds  from the  sale of,  the  Common  Stock  owned by the
          Corporation.


ITEM 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being  Reported on by the Parent  Holding  Company or Control
          Person

          Not applicable.


ITEM 8.   Identification and Classification of Members of the Group

          Not applicable.


ITEM 9.   Notice of Dissolution of the Group

          Not applicable.




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ITEM 10.  Certifications

          By  signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.


Dated: August 9, 2000

                                           USA Group Foundation, Inc.


                                             /s/ J. David Maas
                                           -------------------------------------
                                           By:  J. David Maas


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