| | CERTIFICATION | Exhibit 31.2
| | ------------- | ------------

I, Daniel P. McHugh, certify that:

|1. | I have reviewed this Quarterly Report on Form 10-Q of The
      Student Loan Corporation;                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this report does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;                                                                                                          
|3. | Based on my knowledge, the financial statements, and other
      financial information included in this report, fairly present in
      all material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in this report;                                                                                                                                   
|4. | The registrant's other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
      registrant and have:                                                                                                                                                                                            
|   | a)   Designed such disclosure controls and
      procedures, or caused such disclosure controls and      procedures to be designed under our supervision, to ensure that material
      information      relating to the
      registrant, including its consolidated subsidiaries, is made known to us
      by      others within those
      entities, particularly during the period in which this report is being     
       prepared;
|   | b)   Evaluated the effectiveness of the
      registrant's disclosure controls and procedures and      presented in this report our conclusions about the effectiveness of the disclosure controls      and
      procedures, as of the end of the period covered by this report based on such      evaluation;
      and                                                                                                                   
|   | c)   Disclosed in this report any change in the registrant's internal control over financial      reporting that occurred during the
      registrant's most recent fiscal quarter (the      registrant's fourth fiscal quarter in the case of an annual report)
      that has materially      affected, or is reasonably likely to affect, the registrant's internal control over      financial
      reporting; and                     
|5. | The registrant's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
      auditors and the audit committee of the registrant's board of directors (or
      persons performing the equivalent function):                                                                                                                         
|   | a)    All significant deficiencies and material weaknesses in the
      design or operation of internal        control over financial reporting which are reasonably likely to
      adversely affect the
             registrant's ability to record, process, summarize and report
      financial information;       and                                                                                                                 
|   | b)    Any fraud, whether or not material,
      that involves management or other employees
      who        have a significant role
      in the registrant's internal control over financial reporting.                                                                                                                                                                                                                                   

Date: August 6, 2004
By:   /s/ Daniel P. McHugh         Daniel P. McHugh
          Principal Financial and Accounting Officer