X0202 3 2004-07-15 0 0001286686 COLLEGIATE FUNDING SERVICES INC CFSI 0001297186 Terribile Charles L COLLEGIATE FUNDING SERVICES 100 RIVERSIDE PARKWAY FREDERICKSBURG VA 22406 0 1 0 0 EVP & General Counsel CLASS B COMMON STOCK 23280 D Stock Options (right to buy) 1.30 2004-07-01 2012-05-17 Class B Common Stock 26550 D Immediately prior to consummation of the initial public offering of the issuer?s common stock (the "Offering"), the issuer will convert all shares of Class A Common Stock and Class B Common Stock into a single class of common stock and complete a 1.430099-for-one stock split, at which time such Reported Securities will be converted into 33,293 shares of Common Stock. Immediately prior to consummation of the Offering, the issuer will convert all shares of Class A Common Stock and Class B Common Stock into a single class of common stock and complete a 1.430099-for-one stock split, at which time such Reported Securities will be converted into options to purchase 37,970 shares of Common Stock at an exercise price of $0.91 per share. /s/ Charles J. Payne, attorney-in-fact 2004-07-15