This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of The Student Loan Corporation (the “Corporation”). These proxies will be voted at the Annual Meeting of Stockholders of the Corporation, to be held at The Waldorf-Astoria, 301 Park Avenue, New York, New York, on May 19, 2005 (the “Annual Meeting”), at 8:30 a.m. (Eastern Time), and at any adjournments or postponements of such meeting. The Board of Directors has set the close of business (5:00 P.M., Eastern Time) on March 31, 2005 as the record date for determining stockholders entitled to notice of and to vote at the meeting. As of the record date there were 20 million shares of the Corporation’s common stock outstanding and eligible to vote. Citibank, N.A. owns 80% of the Corporation’s outstanding common stock. Each share of common stock entitles the holder thereof to one vote on each matter that is voted on at the meeting. This Proxy Statement and the accompanying proxy card are first being sent to stockholders on or about April 27, 2005.

PROPOSAL 1:    ELECTION OF DIRECTORS

On April 13, 2005, the Corporation’s Board of Directors passed a resolution which increased the size of the Board of Directors from eight members to nine members. The Corporation currently has seven directors and two vacancies on its Board of Directors. Two nominees have been proposed by the Board of Directors to fill the two vacancies. ¹

The Corporation’s directors are divided into three classes. The directors of each class serve for a term of three years, and, therefore, the stockholders of the Corporation generally will elect one-third of the directors at each annual meeting. Of the current members, Ms. Doynow, Mr. Drake and Mr. Reardon serve for a term expiring at the Annual Meeting; Dr. Handler and Mr. Levinson serve for a term expiring at the annual meeting in 2006; and Mr. Beckmann and Dr. Glover serve for a term expiring at the annual meeting in 2007.

Two other nominees, Ms. Stephanie B. Mudick and Mr. Simon Williams, have been proposed for election as directors of the Corporation.

Ms. Doynow, Mr. Drake and Ms. Mudick have been proposed for election as directors of the Corporation to hold office until the third annual meeting following their election; Mr. Reardon has been proposed for election as

On March 11, 2005, Ms. Jill Fadule resigned as a director of the Corporation due to a determination made by the Corporation on March 11, 2005 that Ms. Fadule, a director who was a member of the Corporation’s Audit Committee, failed to satisfy the standards for independence set forth in the New York Stock Exchange’s Listed Company Manual, in respect of 2004 and 2005. The vacancy that resulted from Ms. Fadule’s resignation was filled by Mr. Drake on April 22, 2005. Mr. Drake is an independent director.

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a director of the Corporation to hold office until the second annual meeting following his election; and Mr. Williams has been proposed for election as a director of the Corporation to hold office until the first annual meeting following his election.

If any nominee is unable to serve out his or her term, the Board may appoint a successor to fill the unexpired portion. The election of each nominee requires the affirmative vote of a plurality of the votes cast at the Annual Meeting.

The Board of Directors recommends a vote FOR the named nominees.

Director Information

The following information with respect to each director is set forth below: name, age, positions and offices held, principal occupation, certain other of the director’s activities and term of office as director. Mr. Beckmann, Mr. Levinson, Mr. Williams, Ms. Doynow and Ms. Mudick are officers of Citigroup Inc. or its subsidiaries. Mr. Reardon is the Chief Executive Officer of the Corporation. Citigroup indirectly owns 80% of the outstanding common stock of the Corporation.

Nominees for Director

- For Terms Expiring in 2008

Gina Doynow, 46.     Ms. Doynow has been a Senior Vice President with Citicorp Credit Services, Inc. since February 2003. Since joining Citigroup in 1988, through 2003, she has held a number of operations, risk and marketing jobs within the Retail Bank and North American Card Services. These included Director of Revenue Services, a fee based enhancement business and Fraud Risk Policy Director. She was also the CitiCards Business Manager for the College Credit Unit for three years. From 1995 through 1997, she served as Citicorp’s Representative to the MasterCard International Security Committee. Ms. Doynow is currently the Business Manager for Financial Sector Bankcard Partnerships for U.S. Credit Cards.

Ms. Doynow has been a director of the Corporation since August 2000. Ms. Doynow’s current term as director expires at the Annual Meeting, and she is a nominee for election for a term that expires at the annual meeting in 2008.

Rodman L. Drake, 62.     Since 1997, Mr. Drake has served as Managing Director of CIP Management, a private equity group, which he also co-founded. He is a director of Jackson Hewitt, the tax preparation service, where he serves on the corporate governance and compensation committees. Since 1995, he has been a director of Parsons Brinckerhoff, a $1.7 billion employee-owned global infrastructure engineering firm, where he is lead director, chair of the audit committee, and a member of the finance committee.

Mr. Drake is chairman of the Hyperion Funds, three NYSE–traded closed-end funds invested in mortgage-backed securities, where he heads the nominating committee and is a member of the audit committee. He is also a trustee for the Excelsior Funds, sponsored by U.S. Trust/Schwab, where he is chair of the audit committee and a member of the nominating committee.

Active in community service, Mr. Drake is a director of the Animal Medical Center of New York. From 1988 to 1993, he was a trustee of the Lebanese-American University in Beirut, Lebanon.

Mr. Drake was recommended to the Board of Directors of the Corporation by Mr. Levinson, the Chairman of the Board. The executive search firm, Spencer Stuart, was retained by the Corporation to assist Mr. Levinson and the Board with respect to the selection of Mr. Drake as an independent director of the Corporation. Mr. Drake was elected to fill a vacancy on the Board of Directors on April 22, 2005, and his term as director expires at the Annual Meeting. He is a nominee for election for a term that expires at the annual meeting in 2008.

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Stephanie B. Mudick, 49.     Ms. Mudick has been Executive Vice President, Head of Customer Operations since January 2005 and Chief Administrative Officer of Citigroup’s Global Consumer Group since 2003. She is also a member of the Citigroup Management Committee and of the Global Consumer Group Planning Group. In 2002, Ms. Mudick served as Co-General Counsel of Citigroup and, from 1998 to 2002, in a number of other legal roles, including General Counsel of the Global Consumer Group and Deputy General Counsel of Citigroup. She joined Citigroup in 1993.

Ms. Mudick was recommended to the Board of Directors of the Corporation by Mr. Levinson, the Chairman of the Board. She is a nominee for election for a term that expires at the annual meeting in 2008.

- For Term Expiring in 2007

Michael J. Reardon, 47.     Mr. Reardon has been the Chief Executive Officer and a director of the Corporation since July 15, 2004. He has been the President of the Corporation since February 11, 2005. Mr. Reardon served as Acting Chief Financial Officer of the Corporation from January 23, 2004 to April 1, 2004. Prior to these positions, Mr. Reardon was the Chief Financial Officer of Citigroup’s Consumer Assets Division from April 2002 to July 2004. His previous roles include Chief Administrative Officer for the Citigroup Consumer Finance and Consumer Assets Division from December 2000 to April 2002; Managing Director of the Citigroup Strategy and Business Development Group from January 1999 to April 2002; Travelers Group Managing Director of Financial Planning and Analysis from June 1996 to December 1998; and Managing Director of High Yield Leverage Finance for Salomon Smith Barney from May 1994 to May 1996.

His current term as director expires at the Annual Meeting, and he is a nominee for election for a term that expires at the annual meeting of the Corporation in 2007.

- For Term Expiring in 2006

Simon Williams, 47.     Simon Williams has been Head of Citigroup’s Global Consumer Group Risk Management since January 1, 2004 and a member of the Citigroup Management Committee since January 2002. Prior to his current role, from 2002 to 2004, Mr. Williams was Executive Vice President of International Retail Banking for Citigroup, covering global consumer products outside North America. Before that, he was Executive Vice President of Citibank’s Consumer Group business in Asia and Latin America from 1997 to 2002.

Before joining Citigroup, Mr. Williams held several senior management roles, from 1993 to 1997, at GE Capital in Europe and the United States, in a variety of consumer financial service businesses. His experience includes a management consultant position with Bain & Co. and with Price Waterhouse & Co. in London.

Mr. Williams was recommended to the Board of Directors of the Corporation by Mr. Levinson, the Chairman of the Board. He is a nominee for election for a term that expires at the annual meeting of the Corporation in 2006.

Continuing Directors

- Terms Expiring in 2007

Bill Beckmann, 44.     Mr. Beckmann has been a director of the Corporation since October 1997 and served as Chairman of the Board of Directors of the Corporation from January 2001 to January 2005. During this time, he also acted as the Business Head for Citigroup’s Specialty Lending Group. Prior to that he was the President of the Corporation from October 1997 to January 2001 and its Chief Executive Officer from May 1998 to January 2001. Before joining the Corporation, from 1984 to 1994, he held a number of jobs with Citicorp subsidiaries, including managing strategic planning for the Citicorp Card Products Group, managing finance for Citicorp’s private label credit card program and managing asset dispositions for a provider of real-time financial information. From 1994 to 1997, Mr. Beckmann was a Vice President of International Business Machines, with responsibility for developing IBM’s Internet business. Since April 2003, Mr. Beckmann has acted as President of Citigroup Real Estate Servicing and Technology.

His current term as director expires at the annual meeting in 2007.

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Glenda B. Glover, 52.     Dr. Glover has been the Dean of the School of Business of Jackson State University since 1994. From 1990 to 1994, she was the Chairperson of the Department of Accounting and an Assistant Professor at Howard University. Prior to joining Howard University, from 1985 to 1990, Dr. Glover was the Chief Financial Officer and a Senior Vice President of Metters Industries, Inc. From 1979 to 1984, she was the Project Manager for Tax Administration and Coordinator of Investor Relations at Potomac Electric Power Co. Dr. Glover is Chairperson of the Board of Commissioners for the Jackson Airport Authority.

In addition, Dr. Glover is a Board Examiner for AICPA and also serves on the Advisory Board for Union Planters Bank of Mississippi. Aside from being a certified public accountant, she has a Ph.D. in business and is licensed to practice law.

Dr. Glover has been a director of the Corporation since May 1998. Her current term as director expires at the annual meeting in 2007.

- Terms Expiring in 2006

Evelyn E. Handler, 71.     Dr. Handler served as the Executive Director and Chief Executive Officer of the California Academy of Sciences from 1994 to 1997. Prior to joining the California Academy of Sciences, Dr. Handler served as a Research Fellow and as an Associate of the Graduate School of Education at Harvard, and as a Senior Fellow at The Carnegie Foundation for the Advancement of Teaching. She served as President of Brandeis University from 1983 to 1992, and as President of the University of New Hampshire from 1980 to 1983. Previously, she was Dean of Sciences and Mathematics and professor of biological sciences at Hunter College. Dr. Handler also acted as the President of Merrimack Consultants LLC, Bow, New Hampshire from 1999 through 2004.

A graduate of Hunter College, Dr. Handler earned her M.Sc. and her Ph.D. degrees from New York University and her J.D. from Pierce Law. She has written extensively on myelogenous leukemia research. Dr. Handler is a Fellow of the American Association for the Advancement of Science and a Fellow of the New York Academy of Sciences. Additionally, she was elected to the Board of Governors of the New York Academy of Sciences in 1979. She holds honorary degrees from the University of Pittsburgh, Rivier College and Hunter College.

Dr. Handler has been a director of the Corporation since April 1993. Her current term as director expires at the annual meeting in 2006.

Carl E. Levinson, 58.     Mr. Levinson was appointed as Chairman of the Board of Directors of the Corporation on January 20, 2005. He has been a director of the Corporation since October 1994, and from July 1997 through January 2001 served as Chairman of the Board. He also served as the Corporation’s Chief Executive Officer from October 1997 to May 1998.

He has been Division Executive of Citigroup’s Consumer Assets Division since 1997 and has been Chairman of CitiMortgage, Inc. since August 1992. Mr. Levinson joined Citicorp in 1973 as a manager of Funds Transfer in the New York Operating Group. In 1975, he became head of Finance, Administration and Operations for Citicorp Remittance Services and, in 1979, was appointed Business Manager for Citicorp Remittance Services, a global check processing and cash management business. From 1982 to 1984, Mr. Levinson was the Global Product Manager for Citicorp Travelers Checks. In June 1984, Mr. Levinson moved into Citicorp Retail Services as Director of Business Development and Commercial Credit. In September 1986, he was appointed President and General Manager of Citicorp Retail Services, which offers private label credit card programs to leading retailers. He was appointed General Manager of Card Services in 1991 and spearheaded a corporate expense task force during the first half of 1992.

His current term as director expires at the annual meeting in 2006.

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