<PAGE>   1




                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------
                                  FORM 10-Q
                              ------------------


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                       Commission File Number: 1-11616

                         THE STUDENT LOAN CORPORATION
            (Exact name of registrant as specified in its charter)


               DELAWARE                                16-1427135
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)


            750 WASHINGTON BLVD.                         06901
           STAMFORD, CONNECTICUT                      (Zip Code)
 (Address of principal executive offices)

                                (203) 975-6292
             (Registrant's telephone number, including area code)

                              ------------------

        Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                             Yes  X    No
                                 ---

        On August 3, 2001, there were 20,000,000 shares of The Student Loan
Corporation's Common Stock outstanding.





<PAGE>   2


                                  Form 10-Q

<TABLE>
<CAPTION>
Part I  Financial Information

                                                                                                          Page
                                                                                                          ----
<S>                                                                                                   <C>
        Item 1 -   Financial Statements

                     Statements of Income (Unaudited) for the Three- and Six-month Periods
                     Ended June 30, 2001 and 2000...................................................       3

                     Balance Sheets as of  June 30, 2001 (Unaudited)
                     and December 31, 2000 (Audited)................................................       4

                     Statements of Cash Flows (Unaudited) for the Six-Month Periods Ended
                     June 30, 2001 and 2000.........................................................       5

                     Notes to Financial Statements (Unaudited)......................................       6-7

        Item 2 -   Management's Discussion and Analysis of Financial Condition
                     and Results of Operations......................................................       8-10

        Item 3 -   Quantitative and Qualitative Discussion About Market Risk........................      11

Part II Other Information

        Item 1 -   Legal Proceedings................................................................      12

        Item 4 -   Submissions of Matters to a Vote of Securityholders..............................      12

        Item 5 -   Other Information................................................................      12

        Item 6 -   Exhibits and Reports on Form 8-K ................................................      12


Signature ..........................................................................................      13

</TABLE>


                                      2

<PAGE>   3

                        PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                          THE STUDENT LOAN CORPORATION
                              STATEMENTS OF INCOME
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three months ended           Six months ended
                                                             June 30,                    June 30,
                                                       ------------------------  ------------------------
                                                           2001          2000         2001        2000
                                                       ------------ -----------  ----------- ------------
<S>                                                   <C>          <C>          <C>         <C>
REVENUE
   Interest income                                     $  315,364   $ 249,799    $ 622,395   $  476,386
   Interest expense                                       225,710     181,444      475,440      344,184
                                                       ------------ -----------  ----------- ------------
   NET INTEREST INCOME                                     89,654      68,355      146,955      132,202
   Provision for loan losses                                1,751       1,368        3,565        2,606
                                                       ------------ -----------  ----------- ------------
   Net interest income after provision for loan losses     87,903      66,987      143,390      129,596
   Fee and other income                                     2,165         649        4,462        1,705
                                                       ------------ -----------  ----------- ------------
       TOTAL REVENUE, NET                              $   90,068   $  67,636    $ 147,852   $  131,301
                                                       ------------ -----------  ----------- ------------

OPERATING EXPENSES
   Salaries and employee benefits                      $    6,051   $   5,121    $  10,738   $    9,355
   Other expenses                                          17,814      16,086       34,368       29,700
                                                       ------------ -----------  ----------- ------------
       TOTAL OPERATING EXPENSES                        $   23,865   $  21,207    $  45,106   $   39,055
                                                       ------------ -----------  ----------- ------------

   INCOME BEFORE INCOME TAXES                          $   66,203   $  46,429    $ 102,746   $   92,246
   Income taxes                                            27,231      19,308       41,507       38,340
                                                       ------------ -----------  ----------- ------------


NET INCOME                                             $   38,972   $  27,121    $  61,239   $   53,906
                                                       ============ ===========  =========== ============


DIVIDENDS DECLARED                                     $   14,000   $  12,000    $  28,000   $   24,000
                                                       ============ ===========  =========== ============

BASIC AND DILUTED EARNINGS PER COMMON SHARE -
   (based on 20 million average shares outstanding)    $     1.95   $    1.36    $    3.06   $     2.70
                                                       ============ ===========  =========== ============


DIVIDENDS DECLARED PER COMMON SHARE                    $     0.70   $    0.60    $    1.40   $     1.20
                                                       ============ ===========  =========== ============

OPERATING RATIOS

Net interest margin                                         2.10%       2.25%        1.77%        2.26%
Operating expense as a percentage of
   average student loans                                    0.56%       0.70%        0.54%        0.66%
Return on equity                                           26.37%      20.29%       21.14%       20.47%
</TABLE>


See accompanying notes to financial statements.

                                      3





<PAGE>   4




                          THE STUDENT LOAN CORPORATION
                                 BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>


                                                                              June 30,             December 31,
                                                                                2001                   2000
                                                                            (Unaudited)             (Audited)
                                                                          -----------------      -----------------
<S>                                                                   <C>                      <C>
ASSETS
 Student loans                                                             $    17,361,919        $    15,774,291
 Less: Allowance for loan losses                                                    (3,468)                (2,872)
                                                                          -----------------      -----------------
 Student loans, net                                                             17,358,451             15,771,419
 Cash                                                                                1,351                    323
 Other assets                                                                      526,059                471,489
                                                                          -----------------      -----------------

 TOTAL ASSETS                                                              $    17,885,861        $    16,243,231
                                                                          =================      =================


LIABILITIES AND STOCKHOLDERS' EQUITY
 Short-term borrowings                                                     $    13,779,370        $    12,332,804
 Long-term notes                                                                 3,057,000              3,057,000
 Payable to principal stockholder                                                    8,115                  9,551
 Deferred income taxes                                                              69,750                 47,656
 Other liabilities                                                                 366,046                223,958
                                                                          -----------------      -----------------

   Total Liabilities                                                            17,280,281             15,670,969
                                                                          -----------------      -----------------

 Common stock, $.01 par value; authorized 50,000,000
   shares; 20,000,000 shares issued and outstanding                                    200                    200
 Additional paid-in capital                                                        134,851                134,772
 Retained earnings                                                                 470,529                437,290
                                                                          -----------------      -----------------

   Total Stockholders' Equity                                                      605,580                572,262
                                                                          -----------------      -----------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    17,885,861        $    16,243,231
                                                                          =================      =================


AVERAGE STUDENT LOANS                                                      $    16,781,658        $    13,226,364
                                                                          =================      =================
 (year-to-date)

</TABLE>


See accompanying notes to financial statements.



                                      4


<PAGE>   5


                          THE STUDENT LOAN CORPORATION
                            STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)
                                 (Unaudited)



<TABLE>
<CAPTION>


                                                                             Six months ended
                                                                                 June 30,
                                                                   ------------------------------------
                                                                        2001                  2000
                                                                   ----------------     ---------------
<S>                                                               <C>                 <C>
Cash flows from operating activities:
Net income                                                          $      61,239        $      53,906
Adjustments to reconcile net income to
 net cash from operating activities:
  Depreciation and amortization                                            24,785               13,427
  Provision for loan losses                                                 3,565                2,606
  Deferred tax provision                                                   22,094                2,148
  (Increase) in accrued interest receivable                               (59,667)             (80,471)
  Decrease/(increase) in other assets                                       7,995               (6,207)
  Increase in other liabilities                                           140,731               81,396
                                                                   ----------------     ---------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                 200,742               66,805
                                                                   ----------------     ---------------

Cash flows from investing activities:
  Disbursement of loans                                                (1,147,139)          (1,061,707)
  Purchase of loans                                                    (1,578,765)          (2,459,993)
  Repayment of loans                                                      968,752              676,162
  Sale of loans                                                           142,645               81,913
  Capital expenditures on equipment and computer software                  (3,773)              (3,562)
                                                                   ----------------     ---------------

NET CASH (USED IN) INVESTING ACTIVITIES                                (1,618,280)          (2,767,187)
                                                                   ----------------     ---------------

Cash flows from financing activities:
  Net increase in borrowings with original
   maturities of one year or less                                       1,446,566            2,724,455
  Dividends paid to stockholders                                          (28,000)             (24,000)
                                                                   ----------------     ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                               1,418,566            2,700,455
                                                                   ----------------     ---------------

NET INCREASE IN CASH                                                        1,028                   73
CASH - BEGINNING OF PERIOD                                                    323                  251
                                                                   ----------------     ---------------

CASH - END OF PERIOD                                                $       1,351        $         324
                                                                   ================     ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid for:
    Interest                                                        $     336,048        $     235,820
    Net income taxes (refunded)/paid                                $     (11,828)       $      46,584
</TABLE>


See accompanying notes to financial statements.



                                      5





<PAGE>   6



                         THE STUDENT LOAN CORPORATION

                  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                JUNE 30, 2001



1.      SIGNIFICANT ACCOUNTING POLICIES

        INTERIM FINANCIAL INFORMATION

        The financial information of The Student Loan Corporation (the
        "Company") as of June 30, 2001 and for the three- and six-month
        periods ended June 30, 2001 and 2000 is unaudited and includes all
        adjustments (consisting of normal recurring accruals) which, in the
        opinion of management, are necessary to fairly state the Company's
        financial position and results of operations in conformity with
        accounting principles generally accepted in the United States of
        America. The accompanying financial statements should be read in
        conjunction with the financial statements and related notes included
        in the Company's 2000 Annual Report and Form 10-K.

        Certain amounts in the prior year's financial statements have been
        reclassified to conform with the current year's presentation. Such
        reclassifications have no effect on the results of operations as
        previously reported.

2.      USE OF ESTIMATES

        In preparing the financial statements in conformity with GAAP,
        management has used a number of estimates and assumptions relating to
        the reporting of assets and liabilities, the disclosure of contingent
        assets and liabilities and the reported amounts of revenues and
        expenses during the reporting period. Actual results could differ from
        those estimates and assumptions.

3.      RELATED PARTY TRANSACTIONS

        Citibank (New York State) ("CNYS"), an indirect wholly-owned
        subsidiary of Citigroup Inc., owns 80% of the outstanding common stock
        of the Company. A number of significant transactions are carried out
        between the Company on the one hand and Citigroup and its affiliates
        on the other hand. At June 30, 2001, the Company had outstanding
        short- and long-term borrowings with CNYS of $13.8 billion and $3.1
        billion, respectively, compared to $12.3 billion and $3.1 billion,
        respectively, at December 31, 2000. For the three- and six-month
        periods ended June 30, 2001, the Company incurred $225.7 million and
        $475.4 million, respectively, in interest expense payable to CNYS and
        its affiliates, compared to $181.4 million and $344.2 million,
        respectively, for the same periods in 2000. In addition, Citigroup and
        its subsidiaries engage in other transactions and servicing activities
        with the Company, including cash management, data processing, income
        tax payments, loan servicing, employee benefits, payroll
        administration and facilities management. Management believes that the
        terms of these transactions are, in the aggregate, no less favorable
        to the Company than those which could be obtained from unaffiliated
        parties.

4.      INTEREST RATE SWAP AGREEMENTS

        To better match the interest rate characteristics of its borrowings
        with its loan assets, the Company, from time to time, enters into
        interest rate swap agreements on portions of its portfolio. The swap
        agreements are intended to reduce the risk caused by differences
        between borrowing and lending rates.


                                      6
<PAGE>   7


        At June 30, 2001 and December 31, 2000, and for the three- and
        six-month periods then ended, the Company was not a party to any
        interest rate swap agreements and managed interest rate risk directly
        through its funding agreements.

        On January 1, 2001, the Company adopted Statement of Financial
        Accounting Standards No. 133, "Accounting for Derivative Instruments
        and Hedging Activities", as amended. Adoption had no material impact
        on the Company's financial statements.

5.      COMMITMENTS AND CONTINGENCIES

        In October 1999, Citigroup proposed to acquire by merger the 20% of
        the Company's common stock not already beneficially owned by
        Citigroup. Citigroup and the Special Committee of the Company's
        independent directors, formed to evaluate the proposal, subsequently
        announced the termination of discussions regarding the proposal.
        Various stockholder legal complaints were filed against the Company
        and its directors (as well as Citigroup and certain subsidiaries) as a
        result of the proposal and the termination of discussions regarding
        the proposal. See LEGAL PROCEEDINGS on page 12 for further discussion.

        The Company is also involved in various litigation matters incidental
        to and typical of the business in which it is engaged. In the opinion
        of the Company's management, the ultimate resolution of these
        proceedings will not be likely to have a material adverse effect on
        the results of the Company's operations, financial position or
        liquidity.

        In recent years, amendments to the Higher Education Act of 1965 (the
        "Act") have significantly reduced the net interest margin of the
        guaranteed student loan portfolio as new loans with lower yields were
        added to the portfolio and older, more profitable loans were repaid.
        Pressure on margins will continue as more loans are originated with
        lower yields. In addition, the Act may be amended by Congress at any
        time, possibly resulting in further reductions in FFEL Program loan
        subsidies. Any such amendments could adversely affect the Company's
        business and prospects.








                                      7
<PAGE>   8




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        FORWARD-LOOKING STATEMENTS

        Certain statements contained in this report that are not historical
        facts are forward-looking statements within the meaning of the Private
        Securities Litigation Reform Act. The Student Loan Corporation's (the
        "Company's") actual results may differ materially from those suggested
        by the forward-looking statements, which are typically identified by
        the words or phrases "believe," "expect," "anticipate," "intend",
        "estimate," "may increase," "may result in," and similar expressions
        or future or conditional verbs such as "will", "should", "would" and
        "could". These forward-looking statements involve risks and
        uncertainties including, but not limited to, the following: the
        effects of future legislative changes; actual credit losses
        experienced by the Company in future periods compared to the estimates
        used in calculating reserves; fluctuations in the interest rates paid
        by the Company for its funding and received on its loan portfolio; the
        success of the Company's hedging policies; the Company's ability to
        acquire or originate loans in the amounts anticipated and with
        interest rates to generate sufficient yields and margins; the
        successful resolution of legal proceedings; as well as general
        economic conditions, including the performance of financial markets
        and the passage of regulatory changes.

        FINANCIAL CONDITION

        During the six months ended June 30, 2001, the net student loan
        portfolio of the Company grew by $1.6 billion (10%) from the balance
        at December 31, 2000. This growth was the result of loan disbursements
        totaling $1,147 million and loan purchases of $1,579 million in the
        first six months of 2001, partially offset by $143 million in loan
        sales and $969 million in loan reductions (attributable to repayments
        and claims paid by guarantors), and other adjustments of $27 million.
        During the six months ended June 30, 2000, the Company made loan
        disbursements of $1,047 million, loan purchases of $2,460 million,
        loan sales of $82 million, loan reductions of $662 million and other
        adjustments of $15 million.

        From time to time, the Company makes purchases of guaranteed student
        loans in the secondary student loan market. For the first six months of
        2001, the Company's student loan purchases have decreased $881 million
        (36%) compared to loan purchases for the same period in 2000. This
        decrease is attributable to a decline in the availability of student
        loans meeting the Company's criteria for purchase.

        The Company's loan disbursements and new CitiAssist loan commitments
        for the first six months of 2001 of $1,381 million were $142 million
        (11%) more than those made in the same period of 2000. This increase
        is attributable primarily to increases in new CitiAssist loan
        commitments. During the first six months of 2001, new CitiAssist loan
        commitments increased to $234 million, a $57 million (32%) increase
        from the same period last year. FFEL Program Stafford and Plus loan
        disbursements of $929 million in the first six months of 2001 are $45
        million (5%) higher than the $884 million disbursed during the same
        period of 2000. Federal Consolidation Program loan originations of
        $218 million for the first half of 2001 increased $40 million (23%)
        compared to the same period of 2000.

        During the first six months of 2001, the Company made $336 million in
        interest payments, principally to CNYS, compared to $236 million for
        the same period in 2000. The increase is due to changes in both the
        size of the borrowings and interest rates as well as timing of
        interest payments. The Company's income taxes, payable primarily to
        CNYS, were overfunded at December 31, 2000, generating a refund from
        CNYS of $12 million in the first quarter of 2001. The tax refund, less
        tax payments made during the first half of 2001, resulted in net cash
        received of $11.8 million. The Company made income tax payments of
        $46.6 million during the first half of 2000.




                                      8
<PAGE>   9


        In the first six months of 2001, short-term debt increased by $1.4
        billion to $13.8 billion. The new borrowings were used primarily for
        new loan disbursements and loan purchases made through the secondary
        market and third party loan consolidation channels. For the same
        period of 2000, short-term debt increased by $2.7 billion. The $3.1
        billion long-term borrowings balance at June 30, 2001 remained
        unchanged from the balance at December 31, 2000.

        The Company paid a quarterly dividend of $0.70 per common share on
        June 1, 2001. On July 19, 2001, the Board of Directors declared a
        regular quarterly dividend on the Company's common stock of $0.70 per
        share to be paid September 4, 2001 to stockholders of record on August
        15, 2001.

        RESULTS OF OPERATIONS

        QUARTER ENDED JUNE 30, 2001

        Net income was $39.0 million ($1.95 basic and diluted earnings per
        share) for the second quarter of 2001. This was an increase of $11.9
        million (44%) from earnings for the same period last year. The
        increase in net income was primarily attributable to the higher
        interest income generated by loan portfolio growth as well as more
        favorable spreads between the interest rates earned on the Company's
        student loan assets and paid on its borrowings

        As market interest rates continued to fall during the second quarter
        of 2001, the Company was able to replace maturing debt at more
        favorable rates thereby realizing additional net interest income and
        improved spreads. The note rate on the majority of the Company's
        student loan assets will be reset downward on July 1st, curtailing
        much of the benefit that existed during the second quarter of 2001. As
        a result, the Company anticipates a normalization of its interest
        margin, commencing in the third quarter.

        The net interest margin for the second quarter of 2001 was 2.10%,
        0.15% lower than the second quarter 2000 margin of 2.25%. A margin
        decline of approximately 0.25% was due to the Company's decision to
        diversify loan sourcing by utilizing non-direct distribution channels.
        Loans acquired through these channels generally have lower yields than
        loans sourced directly through school lender lists. Continued Company
        participation in these initiatives will depend on market conditions.
        The margin decline was partially offset by a 0.10% margin improvement
        resulting from floor income. Floor income is earned in declining
        interest rate environments when the Company's cost of funds declines
        while the borrower interest rate remains fixed, generating excess
        spread. Net interest margin compression, resulting from the legislated
        interest rate reductions and premium amortizations from secondary
        market loan activity, is expected to continue.

        Fee income of $2.2 million for the second quarter of 2001 increased
        $1.5 million compared to the same period last year. The increase is
        primarily attributable to a late fee program that was implemented in
        2001.

        Total operating expenses for the second quarter of 2001 increased $2.7
        million (13%) from the same period last year, primarily due to an
        increase of $1.6 million in fees and other costs to service the
        significantly larger loan portfolio. Notwithstanding the foregoing,
        operating expense as a percentage of average insured student loans
        improved 0.14% to 0.56%, from the second quarter of 2000 expense ratio
        of 0.70%. The improvement in the expense ratio was primarily
        attributable to growth in assets not requiring a commensurate growth
        in the Company's infrastructure.

        The Company's return on equity was 26.4% for the second quarter of
        2001, 6.1% higher than the 20.3% return for the same period of 2000.
        The Company's management continues to expect the full-year 2001 return
        to be consistent with last quarter's projections of between 18-20%.



                                      9
<PAGE>   10

        SIX MONTHS ENDED JUNE 30, 2001

        The Company earned net income of $61.2 million ($3.06 basic earnings
        per share) for the six months ended June 30, 2001, an increase of $7.3
        million (14%) from the first half of 2000. The increase was primarily
        attributable to the higher interest income generated by loan portfolio
        growth.

        Total operating expenses for the first half of 2001 were $45.1
        million, $6.1 million (15%) higher than the same period last year due
        to increased costs to service the significantly larger portfolio.
        Operating expenses as a percentage of average insured student loans
        for the first half of 2001 decreased to 0.54%, an improvement of 0.12%
        compared to the first half of 2000. The decrease is primarily
        attributable to growth in assets not requiring a commensurate growth
        in the Company's infrastructure.

        The Company's effective tax rate was approximately 40.4% for the first
        six months of 2001, compared to 41.6% for the same period in 2000.

        REGULATORY IMPACTS

        In recent years the Company's loan portfolio, comprised primarily of
        loans originated under the FFEL Program, has been subject to increased
        costs and reduced lender interest spreads as a result of amendments to
        the Higher Education Act of 1965, which governs the FFEL Program.
        Pressure on margins will continue as more loans are originated with
        lower interest yields and reduced interest spreads.

        In order to counteract the reduced net interest margin on the
        Company's loan portfolio resulting from the legislation, the Company
        continues to pursue both new and existing marketing programs and
        expand its guarantor relationships. The Company continues to seek
        implementation of loan programs, such as the Company's CitiAssist loan
        program, that are not dependent on federal funding, guarantees and
        authorization.

        The 1993 amendments to the Act also introduced a competitor program,
        the Federal Direct Student Loan Program ("Direct Lending"), in which
        private lenders such as the Company do not participate. Direct Lending
        accounts for approximately one-third, on a national basis, of all
        student loans originated under federally-sponsored programs.



                                      10
<PAGE>   11






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK

        The Company's primary market risk exposure is to fluctuations in the
        spreads between the Company's borrowing and lending rates, which may
        be impacted by shifts in market interest rates. Market risk is
        measured using various tools, including Earnings-at-Risk. The Company
        prepares Earnings-at-Risk calculations to measure the discounted
        pre-tax earnings impact over a preset time span of a specific upward
        and downward shift in the interest rate yield curve. The
        Earnings-at-Risk calculation reflects the repricing gaps in the
        position as well as option positions, both explicit and embedded, in
        the FFEL Program student loan receivables. The exposure is calculated
        by multiplying the gap between interest sensitive items, including
        assets, liabilities, and derivative instruments, by a 100 basis point
        change in the yield curve.

        The Earnings-at-Risk calculation measures the Company's position at
        one point in time. As indicated in the table below, as of June 30,
        2001 a 100 basis point increase in the interest yield curve would have
        a potential positive impact on the Company's pre-tax earnings of
        approximately $30.2 million for the next twelve months and a potential
        negative impact of approximately $69.0 million for all periods after
        June 30, 2001. A 100 basis point decrease in the interest yield curve
        as of June 30, 2001 would have a potential positive impact on the
        Company's pretax earnings of approximately $22.9 million for the
        subsequent twelve-month period and approximately $122.4 million for
        all periods after June 30, 2001.

<TABLE>
<CAPTION>
      Earnings-at-Risk (effect on pre-tax earnings)      June 30, 2001              June 30, 2000
      -----------------------------------------------------------------------------------------------------
      (Dollars in millions)               Next                               Next
                                          12 Mos.   Thereafter     Total     12 Mos.   Thereafter    Total
      -----------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>        <C>       <C>          <C>
      One hundred basis point increase     $30.2      ($99.2)     ($69.0)     $26.3     ($15.6)      $10.7
      -----------------------------------------------------------------------------------------------------
      One hundred basis point decrease     $22.9       $99.5      $122.4     ($26.1)     $15.7      ($10.4)
      -----------------------------------------------------------------------------------------------------
</TABLE>

        Certain information has been restated from that presented in the prior
        year to reflect a change in assumptions (specifically, revising the
        measurement of Earnings-at-Risk from a two standard deviation change
        in interest rates to a 100 basis point change). The Company's
        management believes these changes will better align its
        Earnings-at-Risk calculation with changes in market interest rates.

        The Company, through its Asset/Liability Management Committee,
        actively manages these risks by setting Earnings-at-Risk limits and
        takes the appropriate actions if interest rates move against the
        existing structure.





                                      11

<PAGE>   12


PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

For information concerning the three stockholders' derivatives complaints
captioned "In re The Student Loan Corp. Derivative Litigation" see the
description that appears in the fourth, fifth and sixth paragraphs under the
caption "Legal Proceedings" on page 12 of the Annual Report on Form 10-K of
the Company for the year ended December 31, 2000 (File No. 1-11616), which
description is included as Exhibit 99.01 to this Form 10-Q and incorporated by
reference herein. On July 26, 2001, the Company and its directors (as well as
Citigroup Inc.) filed motions to dismiss the complaint and to stay discovery.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

At the Company's 2001 Annual Meeting of Stockholders, held May 16, 2001, the
Company's stockholders took the following actions:

         1. Two directors were elected to the Board of Directors:  Bill
            Beckmann (with holders of 18,041,772 shares voting in favor,
            31,296 shares withheld and none abstaining) ; Glenda Glover (with
            holders of 18,041,772 shares voting in favor, 31,296 shares
            withheld and none abstaining).  Mr. Bill Beckmann and Ms. Glenda
            Glover will each serve until the year 2004 meeting of
            stockholders.  The terms of office of the other existing directors
            did not change.

         2. The selection of KPMG LLP as the Company's independent auditors
            for the 2001 fiscal year was ratified (with holders of 18,078,788
            shares voting in favor, 280 shares voting against and none
            abstaining).

ITEM 5.  OTHER INFORMATION

The Board of Directors elected a third independent director, Jill Fadule, to the
Company's Board of Directors at its July 2001 meeting, increasing the number of
directors to seven. Ms. Fadule was also appointed as a member of the Audit and
the Compensation Committees. She is a consultant to the Merrill Lynch Wealth
Management Services unit. Ms. Fadule was previously the Director of Admissions
and Financial Aid at the Harvard Business School. Her current term as director
expires at the annual meeting in 2002.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         Exhibit Number           Description
         --------------           -----------
         99.01                    Fourth, fifth and sixth paragraphs under the
                                  caption "Legal Proceedings" on page 12 of
                                  the Annual Report on Form 10-K of the
                                  Company for the year ended December 31, 2000
                                  (File No. 1-11616)

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed during the second quarter of 2001.







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<PAGE>   13
                                  SIGNATURE


               Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Date: August 13, 2001





                                    The Student Loan Corporation





                                    By /s/ Steven Gorey
                                      -----------------
                                           Steven Gorey
                                           Vice President and
                                           Chief Financial Officer

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