Sallie Mae moved closer Friday to competing directly against banks in originating student loans.

At a special meeting called by dissident director Albert L. Lord and his Committee to Restore Value at Sallie Mae, stockholders voted 23 million shares to 15 million in favor of a directors slate that supports entering the origination business.

Although the committee fell 3.2 million shares short of the 50% of outstanding shares their slate needs to replace six sitting directors, observers said they expect the dissidents to go over the top as more proxies are counted during the next two weeks.

"This was a vote for can-do leadership that can exploit the opportunities this company will have in the future," Mr. Lord told shareholders after the meeting.

Speaking later to reporters, Mr. Lord said he expects Sallie Mae to begin making loans directly to students, though he did not offer a timetable. "We want to acquire assets at the lowest possible cost," he said. "If we are allowed to go into the origination business then we should do it."

Banking industry officials oppose Sallie's new direction.

"This would be a bad thing," said John E. Dean, special counsel to the Consumer Bankers Association. "It is telling banks to get out of the student loan business. Banks are not going to be happy about this."

Robert A. Dressel, vice president at First Union National Bank, said the government-sponsored guarantee agency would be a tough, nationwide competitor.

"Sallie Mae would be a very formable competitor," said Jon A. Veenis, president of Norwest Student Loan Center. "They are by far the largest player in terms of student loans held under their control, and they have developed sophisticated servicing systems."

More than 900 banks participate in the government-guaranteed loan program, originating $20 billion of loans last year.

Sallie Mae officials said the shareholder ballot is not binding and plan to hold a their own vote May 15 in Tysons Corner, Va., on a proposal to elect 10 directors who oppose entering the origination business and oust eight who favor the move.

Sallie Mae spokeswoman Gisela Vallandigham also questioned whether the dissidents will get the remaining 3.2 million votes that they need.

"It is clear the CRV failed to get the support for their plan that they were seeking," she said. "We are looking forward to the May 15 meeting, which is the meeting that counts."

Friday's vote was the latest victory in Mr. Lord's three-year campaign to alter Sallie Mae's business strategy. A former chief operating officer of the organization, Mr. Lord has contended that Sallie Mae's management is unresponsive to the needs of shareholders. He also blamed management for the stock price's fall from a high of $75 in 1993 to $30 in 1995, though it has since climbed well past the former peak, and was up 87.5 cents early Friday afternoon to $117.875, up 87.5 cents.

The current maneuvers were triggered in October when Congress gave Sallie Mae permission to shed its government-sponsored status and become a completely private firm.

Sallie Mae management, eager to quell bankers' opposition to the plan, promised it would stay away from loan originations, focusing instead on servicing and securitizing bank credits. Sallie president Lawrence A. Hough also said it may offer financing for long-term capital projects at universities.

Management prepared a proxy vote for shareholders that would approve privatization and would replace most of the shareholders who support Mr. Lord with 10 new people.

In response, Mr. Lord received permission from a third of Sallie Mae's shareholders to hold a separate special meeting to consider an alternative plan. Sallie Mae's management tried to block Mr. Lord's vote in court, but lost.

Congress created Sallie Mae in 1972 to purchase student loans from banks. It has amassed a $40 billion portfolio.

Under the privatization legislation, 50% of shareholders must approve a new corporate structure by March 31, 1998. The government would liquidate the company by 2013 if shareholders reject privatization.

David Drake, assistant director of research at Institutional Shareholder Services, said he expects Sallie Mae will move into the origination business even if the dissidents lose.

"If management should somehow prevail, it leaves them in a difficult position because at least half their shareholders believe originating loans is a good idea," he said.

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