<PAGE>
                       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, 2002

                         Commission File Number: 1-11616

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


<TABLE>
<S>                                             <C>
                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)
</TABLE>

                                 (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 5, 2002, there were 20,000,000 shares of The Student Loan
Corporation's Common Stock outstanding.
<PAGE>
                                    Form 10-Q

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
Part I  Financial Information

        Item 1 -    Financial Statements

                    Statements of Income (Unaudited) for the Three- and Six-Month Periods
                    Ended June 30, 2002 and 2001 .............................................     3

                    Balance Sheets as of June 30, 2002 (Unaudited)
                    and December 31, 2001 (Audited) ..........................................     4

                    Statements of Cash Flows (Unaudited) for the Six-Month Periods Ended
                    June 30, 2002 and 2001 ...................................................     5

                    Statements of changes in Stockholders' Equity (Unaudited) for the
                    Six-Month Periods Ended June 30, 2002 and 2001 ...........................     6

                    Notes to Financial Statements (Unaudited) ................................   7-10

        Item 2 -    Management's Discussion and Analysis of Financial Condition
                    and Results of Operations ................................................   11-15

        Item 3 -    Quantitative and Qualitative Discussion About Market Risk ................    16

Part II Other Information

        Item 4 -    Submissions of Matters to a Vote of Security Holders .....................    17

        Item 6 -    Exhibits and Reports on Form 8-K .........................................    17

Signature .....................................................................................   18
</TABLE>


                                       2
<PAGE>
                         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,
                                                                      --------                          --------
                                                                2002             2001             2002             2001
                                                                ----             ----             ----             ----
<S>                                                          <C>              <C>              <C>              <C>
REVENUE
    Interest income                                          $ 266,350        $ 315,364        $ 529,234        $ 622,395
    Interest expense                                           165,877          225,710          329,153          475,440
                                                             ---------        ---------        ---------        ---------
    NET INTEREST INCOME                                        100,473           89,654          200,081          146,955
    Provision for loan losses                                   (3,294)          (1,751)          (5,295)          (3,565)
                                                             ---------        ---------        ---------        ---------
    Net interest income after provision for loan losses         97,179           87,903          194,786          143,390
    Gain on student loan securitization                             --               --            3,121               --
    Fee and other income                                         3,183            2,165            9,151            4,462
                                                             ---------        ---------        ---------        ---------
         TOTAL REVENUE, NET                                    100,362           90,068          207,058          147,852
                                                             ---------        ---------        ---------        ---------

OPERATING EXPENSES
    Salaries and employee benefits                               7,135            6,051           13,294           10,738
    Other expenses                                              21,926           17,814           39,471           34,368
                                                             ---------        ---------        ---------        ---------
         TOTAL OPERATING EXPENSES                               29,061           23,865           52,765           45,106
                                                             ---------        ---------        ---------        ---------

    INCOME BEFORE INCOME TAXES                                  71,301           66,203          154,293          102,746
    Income taxes                                                29,106           27,231           62,446           41,507
                                                             ---------        ---------        ---------        ---------

NET INCOME                                                   $  42,195        $  38,972        $  91,847        $  61,239
                                                             =========        =========        =========        =========

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

BASIC AND DILUTED EARNINGS PER COMMON SHARE -
    (based on 20 million average shares outstanding)         $    2.11        $    1.95        $    4.59        $    3.06
                                                             =========        =========        =========        =========

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

OPERATING RATIOS

Net interest margin                                               2.12%            2.10%            2.14%            1.77%
Operating expense as a percentage of
   average student loans                                          0.61%            0.56%            0.56%            0.54%
Return on equity                                                 24.11%           26.37%           27.04%           21.14%
</TABLE>


See accompanying notes to financial statements.


                                       3
<PAGE>
                          THE STUDENT LOAN CORPORATION
                                 BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                      June 30,        December 31,
                                                                        2002              2001
                                                                    (Unaudited)         (Audited)
                                                                    -----------         ---------
<S>                                                                <C>                <C>
ASSETS
    Student loans                                                  $ 18,480,295       $ 18,236,966
    Less: Allowance for loan losses                                      (4,484)            (3,584)
                                                                   ------------       ------------
    Student loans, net                                               18,475,811         18,233,382
    Loans available for sale                                            773,138                 --
    Cash                                                                    585              1,222
    Other assets                                                        543,384            482,492
                                                                   ------------       ------------

    TOTAL ASSETS                                                   $ 19,792,918       $ 18,717,096
                                                                   ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY
    Short-term borrowings                                          $ 18,085,460       $ 15,383,800
    Long-term notes                                                     250,000          2,200,000
    Payable to principal stockholder                                      6,952              7,282
    Deferred income taxes                                                99,011             93,908
    Other liabilities                                                   636,079            380,404
                                                                   ------------       ------------

       Total Liabilities                                             19,077,502         18,065,394
                                                                   ------------       ------------

    Common stock, $.01 par value; authorized 50,000,000
       shares; 20,000,000 shares issued and outstanding                     200                200
    Additional paid-in capital                                          135,205            134,851
    Retained earnings                                                   580,498            516,651
    Accumulated other changes in equity from nonowner sources              (487)                --
                                                                   ------------       ------------

       Total Stockholders' Equity                                       715,416            651,702
                                                                   ------------       ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 19,792,918       $ 18,717,096
                                                                   ============       ============

AVERAGE STUDENT LOANS
       (year-to-date)                                              $ 18,864,986       $ 17,296,907
                                                                   ============       ============
</TABLE>


See accompanying notes to financial statements.


                                       4
<PAGE>
                          THE STUDENT LOAN CORPORATION
                            STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Six months ended
                                                                           June 30,
                                                                           --------
                                                                     2002             2001
                                                                     ----             ----
<S>                                                              <C>               <C>
Cash flows from operating activities:
Net income                                                       $    91,847       $    61,239
Adjustments to reconcile net income to
  net cash from operating activities:
    Gain on securitization of loans                                   (3,121)               --
    Depreciation and amortization                                     31,476            24,785
    Provision for loan losses                                          5,295             3,565
    Deferred tax provision                                             5,439            22,094
    (Increase) in accrued interest receivable                        (28,384)          (59,667)
    (Increase)/decrease in other assets                              (18,952)            7,995
    Increase in other liabilities                                    255,700           140,731
                                                                 -----------       -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                            339,300           200,742
                                                                 -----------       -----------

Cash flows from investing activities:
    Disbursement of loans                                         (1,412,025)       (1,147,139)
    Portfolio loan purchases                                        (813,414)       (1,578,765)
    Loan purchases available for sale                               (553,762)               --
    Repayment of loans                                             1,242,432           968,752
    Proceeds on loan securitization                                  249,317                --
    Sale of loans                                                    227,729           142,645
    Capital expenditures on equipment and computer software           (3,874)           (3,773)
                                                                 -----------       -----------

NET CASH (USED IN) INVESTING ACTIVITIES                           (1,063,597)       (1,618,280)
                                                                 -----------       -----------

Cash flows from financing activities:
    Net increase in borrowings with original
      maturities of one year or less                                 501,660         1,446,566
    New long-term borrowings                                         250,000                --
    Dividends paid to stockholders                                   (28,000)          (28,000)
                                                                 -----------       -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                            723,660         1,418,566
                                                                 -----------       -----------

NET INCREASE IN CASH                                                    (637)            1,028
CASH - BEGINNING OF PERIOD                                             1,222               323
                                                                 -----------       -----------

CASH - END OF PERIOD                                             $       585       $     1,351
                                                                 ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid for:
    Interest                                                     $    30,855       $   336,048
    Net income taxes paid, net of refunds                        $    70,445       $   (11,828)
</TABLE>


See accompanying notes to financial statements.


                                       5
<PAGE>
                          THE STUDENT LOAN CORPORATION
                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended June 30,
                                                               -------------------------
                                                                 2002            2001
                                                                 ----            ----
<S>                                                            <C>             <C>
COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
   Balance, beginning of period                                $ 135,051       $ 134,972
   Other                                                             354              79
                                                               ---------       ---------
   Balance, end of period                                      $ 135,405       $ 135,051
                                                               ---------       ---------

RETAINED EARNINGS
   Balance, beginning of period                                $ 516,651       $ 437,290
   Net income                                                     91,847          61,239
   Common dividends declared, $1.40 per common share             (28,000)        (28,000)
                                                               ---------       ---------
   Balance, end of period                                      $ 580,498       $ 470,529
                                                               ---------       ---------

ACCUMULATED OTHER CHANGES IN EQUITY FROM NONOWNER SOURCES
   Balance, beginning of period                                $      --              --
   Net change for cash flow hedges, net of tax                      (838)             --
   Net change for investments, net of tax                            351              --
                                                               ---------       ---------
   Balance, end of period                                      $    (487)      $      --
                                                               ---------       ---------
</TABLE>


See accompanying notes to financial statements.


                                       6
<PAGE>
                          THE STUDENT LOAN CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2002



1.       SIGNIFICANT ACCOUNTING POLICIES

         INTERIM FINANCIAL INFORMATION

         The financial information of The Student Loan Corporation (the
         "Company") as of June 30, 2002 and for the three- and six-month periods
         ended June 30, 2002 and 2001 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
         2001 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 had no effect on the results of operations as
         previously reported.

         LOANS AVAILABLE FOR SALE

         Loans available for sale represent loans originated or purchased by the
         Company for future securitization. These loans are recorded at the
         lower of cost or market value and net credit losses are charged to
         other expense as incurred.

         IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

         On January 1, 2002, the Company adopted Statement of Financial
         Accounting Standards ("SFAS") No. 144, "Accounting for Impairment or
         Disposal of Long-Lived Assets" (SFAS No. 144), when the rule became
         effective for calendar year companies. SFAS No. 144 established
         additional criteria for determining when a long-lived asset is
         held-for-sale. It also requires that an impairment loss be recognized
         only if the carrying amount of a long-lived asset is not recoverable
         from its undiscounted cash flows and it measures an impairment loss as
         the difference between the carrying amount and fair value of the
         asset. The provisions of the new standard are to be applied
         prospectively. It is not expected that SFAS No. 144 will materially
         affect the financial statements.

         INTEREST RATE SWAP AGREEMENTS

         The Company's interest rate swap agreements are accounted for in
         accordance with SFAS No. 133, "Accounting for Derivative Instruments
         and Hedging Activities", which requires that all derivatives be
         recorded on the balance sheet at their fair value. Fair value changes
         for cash flow hedges that have been designated and are effective as
         cash flow hedges are reflected on the financial statements with a
         corresponding amount, net of taxes, reflected in the accumulated other
         changes in equity from nonowner sources component of stockholders'
         equity.

         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


                                       7
<PAGE>
         assets and liabilities and the reported amounts of revenues and
         expenses during the reporting period. Actual results could differ from
         those estimates and assumptions.

2.       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 and Citigroup and its affiliates. At June 30, 2002, the
         Company had outstanding short- and long-term unsecured borrowings with
         CNYS of $18.1 billion and $0.3 billion, respectively, compared to $15.4
         billion and $2.2 billion, respectively, at December 31, 2001. For the
         three- and six-month periods ended June 30, 2002, the Company incurred
         $165.9 million and $329.2 million, respectively, in interest expense
         payable to CNYS and its affiliates, compared to $225.7 million and
         $475.4 million, respectively, for the same periods in 2001. Also,
         during the first six months of 2002 the Company entered into a number
         of forward-starting interest rate swap agreements with a subsidiary of
         Citigroup. At June 30, 2002, the agreements had notional amounts
         totaling $2.7 billion and terms of between twelve and eighteen months.
         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.

3.       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 basis risk caused by differences
         between borrowing rates (based primarily on the 91-day Treasury Bill)
         and lending rates (based on LIBOR). Consistent with the requirements of
         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities", as amended, management expects the Company's hedge program
         to be highly effective in offsetting changes in cash flows for the risk
         being hedged.

         In 2002, the Company entered into a number of forward-starting interest
         rate swap contracts with an affiliate of Citigroup to receive payments
         based on LIBOR and make payments based on the 91-day Treasury Bill
         rate. For the three- and six-month periods ended June 30, 2002, the
         Company entered into new contracts with notional amounts of $2.3
         billion and $2.7 billion, respectively. They have been designated and
         are effective as cash flow hedges. The swap agreements have terms of
         between 12 and 18 months. The fair value of the swaps at June 30, 2002
         was a $1.4 million liability and is reflected in other liabilities on
         the June 30, 2002 financial statements with a corresponding amount net
         of taxes reflected in the accumulated other changes in equity from
         nonowner sources component of stockholders' equity (see below).
         Substantially all of the $1.4 million liability, net of taxes, is
         expected to be reclassified from accumulated other changes in equity
         from nonowner sources within the next twelve months. No amounts have
         been excluded from the assessment of effectiveness and no hedge
         ineffectiveness has been recognized in earnings related to these swap
         agreements.

         Accumulated other changes in equity from nonowner sources from cash
         flow hedges for the six months ended June 30, 2002 is summarized
         (net of tax) as follows:

<TABLE>
<CAPTION>
                                         Six Months Ended June 30, 2002
                                         ------------------------------
(Dollars in thousands)
<S>                                                <C>
Beginning Balance                                  $   --
Net loss from cash flow hedges                       (838)
Net amounts reclassified to earnings                   --
                                                   ------
Ending Balance                                     $ (838)
                                                   ------
</TABLE>


                                       8
<PAGE>
4.       COMMITMENTS AND CONTINGENCIES

         In February 2000, three stockholders' derivative complaints, captioned
         "Alan Kahn v. Citigroup Inc.", "Kenneth Steiner v. Citigroup Inc.",
         and "Katherine F. Petty v. Citigroup Inc.", were filed in the Delaware
         Court of Chancery against the Company and its directors (as well as
         Citigroup and certain subsidiaries). In April 2000, the Delaware Court
         of Chancery consolidated the three complaints for all purposes under
         the caption "In re The Student Loan Corp. Derivative Litigation", and
         designated the "Alan Kahn v. Citigroup Inc". complaint as the
         operative pleading. The action remains pending. For further
         information, see "Legal Proceedings" in the Company's Annual Report on
         Form 10-K for the year ended December 31, 2001.

         In the ordinary course of business, the Company is also involved in
         various legal proceedings 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 would not be likely to have a
         material adverse effect on the results of the Company's operations,
         financial condition or liquidity.

         Amendments to the Higher Education Act of 1965 (the "Act") have
         significantly reduced the net interest spreads earned on the Federal
         Family Education Loan ("FFEL") Program guaranteed student loan
         portfolio as new loans with lower yields were added to the portfolio
         and older, more profitable loans were repaid. As the funding costs have
         not been similarly reduced, pressure on margins will continue as more
         loans are originated with lower yields. In addition, Congress may amend
         the Act at any time, possibly resulting in further reductions in FFEL
         Program loan subsidies, which could occur in the form of increased
         risk-sharing costs or reduced margins. Any such amendment could
         adversely affect the Company's business and prospects.

5.       LOAN SECURITIZATION

         In the first quarter of 2002, the Company commenced a program to
         securitize certain portfolios of FFEL Program student loan assets. The
         Company accounts for its securitization transactions in accordance with
         the provisions of FASB Statement No. 140, "Accounting for Transfers and
         Servicing of Financial Assets and Extinguishments of Liabilities, a
         replacement of FASB Statement No. 125." Under the Company's program to
         securitize student loans, the loans are removed from the financial
         statements of the Company and ultimately sold to an independent trust.
         The trust, in turn, sells securities, backed by the student loan
         assets, to investors.

         In the first quarter of 2002, the Company securitized approximately
         $249 million of Federal Consolidation Loans, selling them to a trust
         that was established to purchase the loans. The Company recognizes the
         securitization as a sale for financial statement purposes and the
         securitization qualifies as a financing for tax purposes. The Company
         sold the loans to the trust through a wholly owned, special purpose
         subsidiary formed to acquire the Company's loans at par value. A
         pre-tax gain of $3.1 million was recorded as a result of the
         securitization. The gain was reflective of the difference between the
         carrying value of the assets sold to the trust by the Company's wholly
         owned special purpose subsidiary and the fair value of the assets
         received from the trust. As a result of the securitization
         transaction, the Company recorded approximately $12.6 million in
         residual trust investments (composed of a note receivable of $8.5
         million and residual trust equity of $4.1 million), which are included
         in other assets on the Company's financial statements. The Company
         regularly reviews these residual trust investments for impairment and
         accounts for them as investments in available-for-sale debt
         securities. At June 30, 2002, the fair values of these assets
         approximated their carrying values. The Company receives
         administrative and servicing fees on the securitized portfolio and
         investment income on the note receivable. Approximately $0.3 million
         (net of taxes) related to the securitization investments is reflected
         as an increase to accumulated other changes in equity from nonowner
         sources in the stockholders' equity component of the financial
         statements at June 30, 2002.


                                       9
<PAGE>
         At June 30, 2002, total student loan assets held by the trust were
         approximately $249.7 million. At that time, receivables due from the
         trust were $0.07 million and payables to the trust were $0.4 million.
         During the quarter ended June 30, 2002, the Company received cash flows
         from the trust related to the securitization of $.05 million for loan
         servicing fees as the master servicer. Also, consistent with terms
         described in the prospectus, $1.9 million was paid to the Company by
         the trust to acquire additional eligible add-on loan assets. There were
         no new securitizations of student loans in the second quarter of 2002.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         FINANCIAL CONDITION

         During the six months ended June 30, 2002, the Company's student loan
         portfolio, composed primarily of loans originated under the Federal
         Family Education Loan ("FFEL") Program, increased by $0.3 billion (1%)
         to $18.5 billion from $18.2 billion at December 31, 2001. This growth
         was attributable to loan disbursements totaling $1,412 million and loan
         purchases of $813 million in the first two quarters of 2002, partially
         offset by $228 million in loan sales, $1,242 million in loan reductions
         (attributable to borrower principal payments and claims paid by
         guarantors), $490 million in loans conveyed in a noncash transfer to
         an available-for-sale inventory that was established in the first
         quarter of 2002, and other adjustments of $22 million. During the six
         months ended June 30, 2001, the Company made loan disbursements of
         $1,147 million, loan purchases of $1,579 million, loan sales of $143
         million, loan reductions of $969 million and other adjustments of $27
         million.

         As mentioned above, during the first quarter of 2002, the Company
         established an inventory of loans available for sale. At June 30,
         2002, this inventory had a balance of $773 million, composed of $490
         million of loans conveyed in a noncash transfer from the Company's
         loan portfolio and $554 million of loans purchased in the first six
         months of 2002, partially offset by a loan securitization of
         approximately $249 million, loan reductions of $13 million and other
         adjustments of $9 million.

         From time to time, the Company makes guaranteed student loan purchases,
         composed primarily of secondary market and Federal Consolidation Loan
         purchases. For the first six months of 2002, the Company's student loan
         purchases included $813 million purchased for its portfolio and $554
         million purchased for its resale inventory. This is a decrease of $212
         million (13%) in loan purchases compared to the same period in 2001.
         The Company's participation in the secondary market is dependent upon
         market conditions.

         The Company's loan disbursements and new CitiAssist Loan commitments
         for the first half of 2002 and 2001 are shown in the table below:

<TABLE>
<CAPTION>
(Dollars in millions)                      2002        2001     Difference   % Change
                                           ----        ----     ----------   --------
<S>                                       <C>         <C>       <C>          <C>
CitiAssist Loan Commitments               $  339      $  234      $  105          45%
FFEL Program Stafford and PLUS Loans       1,046         929         117          13%
Federal Consolidation Loans                  366         218         148          68%
                                          ------      ------      ------
Total                                     $1,751      $1,381      $  370          27%
</TABLE>                                  ======      ======      ======

         CitiAssist Loans are originated through an alternative loan program and
         do not carry federal government guarantees. The Federal Consolidation
         Loan originations reflected in the above table do not include
         Consolidation Loans generated through third party marketing
         relationships. Loans generated through these relationships are reported
         as purchases since unconsolidated loan balances held by other lenders
         must be purchased at face value from the other lenders prior to loan
         consolidation.

         In the first quarter of 2002, the Company commenced a program to
         securitize certain portfolios of FFEL Program student loan assets. The
         Company accounts for its securitization transactions in accordance with
         the provisions of Statement of Financial Accounting Standards ("SFAS")
         No. 140, "Accounting for Transfers and Servicing of Financial Assets
         and Extinguishments of Liabilities, a replacement of FASB Statement No.
         125." Under the Company's program to securitize student loans, the
         loans are removed from the financial statements of the Company and
         ultimately sold to an independent trust. The trust, in turn, sells
         securities, backed by the student loan assets, to investors.

         In the first quarter of 2002, the Company securitized approximately
         $249 million of Federal Consolidation Loans, selling them to a trust
         that was established to purchase the loans. The Company recognizes the
         securitization as a sale for financial statement purposes and the
         securitization qualifies as a financing for tax purposes. The Company
         sold the loans to the trust through a wholly owned, special


                                       11
<PAGE>
         purpose subsidiary formed to acquire the Company's loans at par value.
         A pre-tax gain of $3.1 million was recorded as a result of the
         securitization. The gain was reflective of the difference between the
         carrying value of the assets sold to the trust by the Company's wholly
         owned special purpose subsidiary and the fair value of the assets
         received from the trust. As a result of the securitization transaction,
         the Company recorded approximately $12.6 million in residual trust
         investments (composed of a note receivable of $8.5 million and residual
         trust equity of $4.1 million), which are included in other assets on
         the Company's financial statements. The Company receives administrative
         and servicing fees on the securitized portfolio and investment income
         on the note receivable. Approximately $0.3 million (net of taxes)
         related to the securitization investments is reflected as an increase
         to accumulated other changes in equity from nonowner sources in the
         stockholders' equity component of the financial statements at June 30,
         2002.

         At June 30, 2002, total student loan assets held by the trust were
         approximately $249.7 million. At that time, receivables due from the
         trust were $0.07 million and payables to the trust were $0.4 million.
         During the quarter ended June 30, 2002, the Company received cash flows
         from the trust related to the securitization of $.05 million for loan
         servicing fees as the master servicer. Also, consistent with terms
         described in the prospectus, $1.9 million was paid to the Company by
         the trust to acquire additional eligible add-on loan assets. There were
         no new securitizations of student loans in the second quarter of 2002.

         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 basis risk caused by differences
         between borrowing rates (based primarily on the 91-day Treasury Bill)
         and lending rates (based on LIBOR). Consistent with the requirements of
         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities", as amended, management expects the Company's hedge program
         to be highly effective in offsetting changes in cash flows for the risk
         being hedged.

         In 2002, the Company entered into a number of forward-starting interest
         rate swap contracts with an affiliate of Citigroup to receive payments
         based on LIBOR and make payments based on the 91-day Treasury Bill
         rate. For the three- and six-month periods ended June 30, 2002, the
         Company entered into new contracts with notional amounts of $2.3
         billion and $2.7 billion, respectively. They have been designated and
         are effective as cash flow hedges. The swap agreements have terms of
         between 12 and 18 months. The fair value of the swaps at June 30, 2002
         was a $1.4 million liability and is reflected in other liabilities on
         the June 30, 2002 financial statements with a corresponding amount net
         of taxes reflected in the accumulated other changes in equity from
         nonowner sources component of stockholders' equity. Substantially all
         of the $1.4 million liability, net of taxes, is expected to be
         reclassified from accumulated other changes in equity from nonowner
         sources within the next twelve months. No amounts have been excluded
         from the assessment of effectiveness and no hedge ineffectiveness has
         been recognized in earnings related to these swap agreements.

         During the first half of 2002, the Company made $31 million in interest
         payments, principally to CNYS, compared to $336 million for the same
         period in 2001. The decrease is attributable to changes in both the
         size of the borrowings and timing of interest payments.

         Pursuant to federal tax regulations, the Company has elected to be
         included in the consolidated federal income tax return of Citigroup,
         and is also included in certain combined or unitary state/local income
         or franchise tax returns of Citicorp/Citigroup or its subsidiaries. The
         Company paid income taxes, net of refunds, of $70 million, primarily to
         CNYS, in the first half of 2002. The Company's income taxes were
         overfunded at December 31, 2000, generating a $12 million federal tax
         refund from CNYS, which was received in the first half of 2001.

         Deferred income taxes increased by $5.1 million during the first six
         months of 2002, composed of $5.4 million of deferred tax provision and
         $0.2 million in non-provision-related deferred taxes resulting from the
         securitization investments, partially offset by $0.5 million in
         non-provision-related deferred taxes related to recording the fair
         value on the interest rate swaps. The increase in deferred taxes during
         the


                                       12
<PAGE>
         first half of 2002 was primarily attributable to both the temporary
         differences for deferred loan origination costs and the gain on sale
         recorded in conjunction with securitization activity.

         In the first six months of 2002, short-term debt increased by $2.7
         billion to $18.1 billion. The increase was primarily attributable to
         the reclassification of maturing long-term debt to short-term debt. The
         $1.9 billion decrease in long-term borrowings at June 30, 2002 was due
         to the reclassification of $2.2 billion of maturing long-term debt to
         short-term debt and the procurement of $0.3 billion of new long-term
         borrowings. The new borrowings were used primarily to fund new loan
         disbursements and purchases. At June 30, 2002, accrued interest on the
         Company's borrowings was $558 million, compared to accrued interest of
         $345 million at December 31, 2001. The June 30, 2002 increase in
         accrued interest, which is reflected in other liabilities on the
         financial statements, results from the structure of the interest
         payment terms on a substantial portion of the Company's debt. These
         terms required that interest accumulate for periods of up to one year
         ending July 2002, when interest in the amount of $490 million was
         due and paid.

         The Company paid a quarterly dividend of $0.70 per common share on June
         1, 2002. On July 18, 2002, the Board of Directors declared a regular
         quarterly dividend on the Company's common stock of $0.70 per share to
         be paid September 3, 2002 to stockholders of record on August 15, 2002.

         RESULTS OF OPERATIONS

         QUARTER ENDED JUNE 30, 2002

         Net income was $42.2 million ($2.11 basic and diluted earnings per
         share) for the second quarter of 2002. This was an increase of $3.2
         million (8.3%) compared to earnings for the same period last year. The
         increase in net income was primarily attributable to increased interest
         income generated by both portfolio growth and increased floor income.

         The net interest margin for the second quarter of 2002 was 2.12%, up 2
         basis points from the second quarter 2001 margin of 2.10%. The
         improvement in net interest margin was primarily attributable to
         increased floor income in the second quarter of 2002. Management
         expects the majority of the current floor income benefit to decline
         significantly for periods after July 1, 2002, when borrower interest
         rates on most FFEL Program loans were reset.

         Total operating expenses for the second quarter of 2002 increased $5.2
         million (22%) from the same period last year, primarily reflecting the
         incremental costs incurred to service the larger loan portfolio. In
         addition, during the second quarter of 2002 the Company recognized a
         one-time pre-tax expense of $1.7 million to write down the value of
         certain previously capitalized internally developed software that is
         being replaced through new systems development. For the second quarter
         of 2002, the Company's expense ratio, operating expenses as a
         percentage of average student loan assets, was 0.61% compared to 0.56%
         for the second quarter of 2001. The increase reflects the incremental
         costs incurred to service the larger loan portfolio, technology
         infrastructure costs (as noted above), and growth in the Company's
         sales force.

         In the second quarter of 2002, the provision for loan losses increased
         by $1.5 million, compared to the same period in 2001. This increase is
         attributable primarily to the growth in the portfolio and is not
         indicative of any specific changes in delinquency between the two
         periods.

         The Company's return on equity was 24.1% for the second quarter of
         2002, compared to 26.4% for the same period of 2001.

         SIX MONTHS ENDED JUNE 30, 2002

         The Company earned net income of $91.8 million ($4.59 basic earnings
         per share) for the six months ended June 30, 2002, an increase of $30.6
         million (50%) from the first half of 2001. The increase was


                                       13
<PAGE>
         primarily attributable to the higher interest income generated by both
         loan portfolio growth and increased floor income.

         Total operating expenses for the first half of 2002 were $52.8 million,
         $7.7 million (17%) higher than the same period last year. The increase
         reflects the incremental costs incurred to service the larger
         portfolio, technology infrastructure costs (as noted above), and growth
         in the Company's sales force. Operating expenses as a percentage of
         average student loans for the first half of 2002 were 0.56%, compared
         to 0.54% for the first half of 2001.

         The Company's return on equity was 27.0% for the first six months of
         2002, 5.9% higher than the 21.1% return for the same period of 2001.
         The improvement was primarily attributable to increased net interest
         income resulting from higher floor income. Management expects the
         majority of the current floor income benefit to decline significantly
         for periods after July 1, 2002, when borrower interest rates on most
         FFEL Program loans were reset.

         The Company's effective tax rate was approximately 40.5% for the first
         six months of 2002, compared to 40.4% for the same period of 2001.

         SPECIAL ALLOWANCE AND FLOOR INCOME

         Most FFEL Program loans originated prior to July 23, 1992 have fixed
         interest rates. Those issued subsequent to July 23, 1992 generally have
         variable rates. Most FFEL Program loans also qualify for the federal
         government's special allowance payment ("SAP"). Whenever the stated
         interest rates on these FFEL Program loans provide less than prescribed
         rates of return, as defined by the Act, the federal government makes a
         SAP, which increases the lender's loan yield by markups ranging between
         1.74 and 3.50 percentage points per annum, over a base rate tied to
         either the 91-day Treasury Bill auction yield or the 90-day Commercial
         Paper rate, depending on the loan's origination date.

         As indicated above, whenever the stated interest rates on qualifying
         FFEL Program loans provide less than prescribed rates of return, as
         defined by the Act, the federal government pays a SAP, which increases
         the loan yield to lenders. In periods of declining interest rates, the
         stated fixed borrower rates, which are subject to various annual reset
         provisions, become, in effect, interest rate floors. Floor income is
         generally available in declining short-term interest rate environments
         when the Company's cost of funds declines while this borrower interest
         rate remains fixed, generating net interest margin in excess of the
         expected spread. Depending on the manner in which the Company's assets
         are funded, the Company may earn net interest margin spreads, which
         include floor income, on portions of its portfolio until the date the
         borrower interest rate is reset, which occurs annually for the majority
         of the Company's loans. The Company earned $39.4 million of floor
         income for the first six months of 2002, compared to $21.4 million for
         the same period of 2001. Management expects the majority of the current
         floor income benefit to decline significantly for periods after July
         1, 2002, when borrower interest rates on FFEL Program loans were
         reset.

         OFF-BALANCE SHEET ARRANGEMENTS

         In the first quarter of 2002, the Company entered into an off-balance
         sheet arrangement in which a $249 million portfolio of student loans
         was securitized, a process by which the loans were transferred to a
         special purpose entity ("SPE"), thereby converting the loans into cash
         before they would have been realized in the normal course of business.
         The SPE obtained the cash needed to pay the Company for the loan assets
         received by issuing securities to investors in the form of debt
         instruments (asset-backed securities). Investors have recourse to the
         assets in the SPE and benefit from other credit enhancements, such as a
         cash collateral account and other specified enhancements. The Company
         can use the cash proceeds from the loan sale to fund new loan
         originations, purchase loans or for other business purposes.


                                       14
<PAGE>
         After securitization, the Company continues to provide servicing for
         the loans sold to the trust. As a result, the Company earns
         administrative and servicing fees on the securitized portfolio.



         REGULATORY IMPACTS

         Amendments to the Act, which governs the FFEL Program, have reduced the
         interest spread earned on the FFEL Program guaranteed student loan
         portfolio as new loans with lower yields are added to the portfolio and
         older, more profitable loans are repaid. As the funding costs have not
         been similarly reduced, pressure on margins is expected to continue as
         more loans are originated with lower lender yields. 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.

         The Company continues to search for ways to take advantage of greater
         economies of scale. It is pursuing both new and existing marketing
         programs, including e-commerce, and continues to expand its guarantor
         relationships and pursue alternative loan products, such as CitiAssist,
         that are not dependent on federal funding and program authorization.

         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 and accounting standards; 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
         Company's ability to continue to develop its electronic commerce
         initiatives; the Company's success in expanding its guarantor
         relationships and products; the Company's ability to utilize
         alternative sources of funding, including securitization; the
         successful resolution of legal proceedings; as well as general economic
         conditions, including the performance of financial markets and the
         implementation of regulatory changes.


                                       15
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK

         The Company's primary market risk exposure results from 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
         Earnings-at Risk calculation seeks to determine the effect that shifts
         in interest rates are expected to have on net interest margin in future
         periods. 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, a static and passive measurement that
         excludes management's future responses to prospective changes in market
         interest rates, reflects the repricing gaps in the position as well as
         option positions, both explicit and embedded, in the loan portfolio.
         Earnings-at-Risk 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, 2002, 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 $10.5 million for the next twelve months and a potential
         negative impact of approximately $117.0 million thereafter. A 100 basis
         point decrease in the interest yield curve as of June 30, 2002 would
         have a potential positive impact on the Company's pretax earnings of
         approximately $28.0 million for the subsequent twelve-month period and
         approximately $117.0 million thereafter.

<TABLE>
<CAPTION>
Earnings-at-Risk (effect on pre-tax earnings)              June 30, 2002                        June 30, 2001
                                                           -------------                        -------------
                                                    Next                                 Next
(Dollars in millions)                              12 Mos.  Thereafter      Total       12 Mos.  Thereafter      Total
                                                   -------  ----------      -----       -------  ----------      -----
<S>                                               <C>       <C>           <C>          <C>       <C>          <C>
One hundred basis point increase                  $  10.5    $ (117.0)    $ (106.5)    $  30.2    $ (99.2)    $  (69.0)
One hundred basis point decrease                  $  28.0    $  117.0     $  145.0     $  22.9    $  99.5     $  122.4
</TABLE>

         In addition, the Company has significantly greater exposure to uneven
         shifts in interest rate curves (i.e., the Treasury Bill to LIBOR rate
         spreads). The Company, through its Asset/Liability Management
         Committee, actively manages these risks by setting Earnings-at-Risk
         limits and takes actions in response to interest rate movements against
         the existing structure.


                                       16
<PAGE>
PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

At the Company's 2002 Annual Meeting of Stockholders, held May 9, 2002, the
Company's stockholders took the following actions:

         1.   Three directors were elected to the Board of Directors: Gina
              Doynow (with holders of 18,274,222 shares voting in favor, 307,717
              shares withheld and none abstaining); Jill Fadule (with holders of
              18,504,668 shares voting in favor, 77,271 shares withheld and none
              abstaining); David Young (with holders of 18,274,572 shares voting
              in favor, 307,367 shares withheld and none abstaining). Ms. Gina
              Doynow, Ms. Jill Fadule and Mr. David Young will each serve until
              the year 2005 annual 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 2002 fiscal year was ratified (with holders of 18,537,590
              shares voting in favor, 41,399 shares voting against and 2,950
              abstaining).

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)   Exhibits

<TABLE>
<CAPTION>
Exhibit Number    Description
--------------    -----------
<S>               <C>
    99.01         Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

    99.02         Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
</TABLE>

         (b)  Reports on Form 8-K

              On April 19, 2002, the Company filed a Current Report on Form 8-K,
              dated March 27, 2002. Under Item 5 thereof, the Company described
              the terms of the initial sale of student loan asset-backed notes
              under the Company's loan securitization program.


                                       17
<PAGE>
                                    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 9, 2002



                                   The Student Loan Corporation




                                    By /s/ Steven Gorey
                                       ----------------------------------------
                                           Steven Gorey
                                           Vice President and Principal
                                           Financial and Accounting Officer


                                       18