X0202 3/A 2004-07-15 2004-07-15 0 0001286686 COLLEGIATE FUNDING SERVICES INC CFSI 0001297190 Morrow J Barry COLLEGIATE FUNDING SERVICES 10304 SPOTSYLVANIA AVENUE FREDERICKSBURG VA 22408 1 1 0 0 President & CEO CLASS B COMMON STOCK 127187 D CLASS B COMMON STOCK 14665 I See footnote CLASS B COMMON STOCK 14665 I See footnote CLASS B COMMON STOCK 13333 I See footnote Stock Options (right to buy) 1.30 2004-07-06 2012-05-17 Class B Common Stock 125000 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 181,891 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 20,972 shares of Common Stock. Such Reported Securities are owned through J. Barry Morrow 2004 Grantor Retained Annuity Trust One. Mr. Morrow, as trustee, retains investment and voting control over these Reported Securities. 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 20,972 shares of Common Stock. Such Reported Securities are owned through J. Barry Morrow 2004 Grantor Retained Annuity Trust Two. Mr. Morrow, as trustee, retains investment and voting control over these Reported Securities. 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 19,068 shares of Common Stock. Such Reported Securities are owned through J. Barry Morrow 2004 Grantor Retained Annuity Trust Three. Mr. Morrow, as trustee, retains investment and voting control over these Reported Securities. 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 178,762 shares of Common Stock at an exercise price of $0.91 per share. Of these converted options, the options to purchase 73,293 shares will not vest until June 30, 2005. /s/ Charles J. Payne, attorney-in-fact 2005-06-03