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

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: November 8, 2004
By:   /s/ Daniel P. McHugh         Daniel P. McHugh
         Principal Financial and Accounting Officer