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 September 30, 1996



                          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)

     99 Garnsey Road                                  14534
   Pittsford, New York                             (Zip Code)
(Address of principal executive offices)

                                 (716) 248-7187
              (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 November 8, 1996,  there were 20,000,000  shares of The Student Loan
Corporation's Common Stock outstanding.


<PAGE>


 
                          PART I. FINANCIAL INFORMATION
 

 Item 1. Financial Statements.
<TABLE>
<CAPTION>
                                           THE STUDENT LOAN CORPORATION
                                               STATEMENTS OF INCOME
                                 (Dollars in thousands, except per share amounts)

                                                                         Three months ended   Nine months ended
                                                                           September 30,        September 30,

                                                                           1996      1995      1996        1995
<S>
REVENUE                                                                     <C>      <C>         <C>       <C>    
  Interest income                                                        $135,322 $126,471    $404,914   $369,779
  Interest expense                                                         93,188   85,785     272,769    249,140
  Net interest income                                                      42,134   40,686     132,145    120,639
  Provision for loan losses                                                   556      226       1,796        412
  Net interest income after provision for loan losses                      41,578   40,460     130,349    120,227
  Fee and other income                                                         11       15          37         46
     Total revenue                                                        $41,589  $40,475    $130,386   $120,273

OPERATING EXPENSES
  Salaries and employee benefits                                           $7,448   $7,299     $23,206    $21,820
  Other expenses                                                            7,861    7,059      24,732     21,702
     Total operating expenses                                             $15,309  $14,358     $47,938    $43,522

  Income before income taxes                                              $26,280  $26,117     $82,448    $76,751
  Income taxes                                                             10,727   10,804      34,318     31,943
NET INCOME                                                                $15,553  $15,313     $48,130    $44,808

NET INCOME - Core (excluding floor income)                                $15,329  $15,254     $47,382    $44,632

NET INCOME -Floor                                                            $224      $59        $748       $176

DIVIDENDS DECLARED                                                         $1,200   $1,200      $3,600     $3,600

PER COMMON SHARE - (based on 20 million average shares outstanding)

  Net income - Core                                                         $0.77    $0.77       $2.37      $2.23
  Floor income                                                              $0.01      ---       $0.04      $0.01
  Net income                                                                $0.78    $0.77       $2.41      $2.24

  Dividends declared                                                        $0.06    $0.06       $0.18      $0.18

OPERATING RATIOS -

  Net interest margin                                                       2.56%    2.84%       2.73%      2.91%
  Net interest margin - Core                                                2.54%    2.83%       2.70%      2.90%
  Operating expense as a percentage of
    average insured student loans                                           0.93%    1.00%       0.99%      1.05%
</TABLE>

See accompanying notes to financial statements.



                                       2
<PAGE>


                          THE STUDENT LOAN CORPORATION
                                 BALANCE SHEETS
                             (Dollars in thousands)


                                              September 30,        December 31,
                                                  1996                 1995
ASSETS
   Insured student loans                        $6,690,727           $6,169,825
      Allowance for loan losses                      1,601                  548
   Insured student loans, net                    6,689,126            6,169,277
   Cash                                                453                  579
   Deferred tax benefits                            41,753               49,948
   Other assets                                    196,243              167,593

   Total Assets                                 $6,927,575           $6,387,397


LIABILITIES AND STOCKHOLDERS' EQUITY
   Short-term borrowings                        $4,132,428           $2,509,496
   Long-term notes                               2,300,000            3,400,000
   Payable to principal stockholder                 22,343               29,066
   Other liabilities                               125,223              145,784

      Total Liabilities                          6,579,994            6,084,346

   Common stock                                        200                  200
   Additional paid-in capital                      134,109              134,109
   Retained Earnings                               213,272              168,742

      Total Stockholders' Equity                   347,581              303,051

   Total Liabilities and Stockholders' Equity   $6,927,575           $6,387,397


AVERAGE INSURED STUDENT LOANS                   $6,472,890           $5,669,364
       (year-to-date)



See accompanying notes to financial statements.



                                       3
<PAGE>


                          THE STUDENT LOAN CORPORATION
                            STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                                           Nine months ended
                                                              September 30,

                                                            1996        1995

 Cash flows from operating activities:
 Net income                                               $48,130     $44,808
 Adjustments to reconcile net income to
 net cash from operating activities:
      Depreciation and amortization                         2,747       1,693
      Provision for loan losses                             1,796         411
      Deferred tax provision                                8,195       8,940
      Increase in accrued interest receivable            (30,154)    (83,929)
      Decrease(Increase) in other assets                    1,745       1,753
      Decrease in other liabilities                      (27,283)     (1,013)

 Net cash provided by operating activities                  5,176    (27,337)

 Cash flows from investing activities:
      Origination of loans                            (1,046,377) (1,051,537)
      Net sale (purchase) of loans                         40,383    (33,577)
      Repayment of loans                                  482,877     338,241
      Capital expenditures on premises and equipment      (1,517)     (1,241)

 Net cash used in investing activities                  (524,634)   (748,114)

 Cash flows from financing activities:
      Net increase in short-term borrowings               522,932     779,937
      Dividends paid                                      (3,600)     (3,600)

 Net cash provided by financing activities                519,332     776,337

 Net decrease in cash                                       (126)         886
 Cash - beginning of period                                   579         373
 Cash - end of period                                        $453      $1,259

 Supplemental disclosure of cash flow information:

      Cash paid during the periods for:
            Interest                                     $299,392    $253,199
            Income taxes                                  $49,119        $281


 See accompanying notes to financial statements.

                                       4
<PAGE>

                          THE STUDENT LOAN CORPORATION

                          Notes to Financial Statements
                               September 30, 1996

1. SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL INFORMATION

The financial information of The  Student Loan  Corporation  (the "Company")  as
of September  30, 1996 and for the  three-month  and  nine-month  periods  ended
September 30, 1996  includes all  adjustments  (consisting  of normal  recurring
accruals)  which,  in the  opinion of  management,  are  necessary  to state the
Company's  financial  position  and results of  operations  in  accordance  with
generally  accepted  accounting  principles.  

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

DEFINITIONS

Core net income represents net income excluding  floor income,  attributable  to
the fixed minimum interest rates on certain loans in the Company's portfolio.

2. COMMITMENTS AND CONTINGENCIES

REGULATORY IMPACTS

Provisions of the Omnibus  Budget  Reconciliation  Act (the  "1993  Amendments")
included  significant  changes to the Federal  Family  Education  Loan  ("FFEL")
Program.  The 1993  Amendments  substantially  increased  the  percentage of all
guaranteed student loans to be made directly by the Federal government  ("direct
lending") rather than by lending institutions such as the Company,  establishing
the  Federal  Direct  Student  Loan  ("FDSL")  Program  under  which the Federal
government  lends directly to students using U.S.  Treasury  Funds. In addition,
the  1993  Amendments  impose   additional  costs  and  income   limitations  on
originators  and  holders of FFEL  Program  loans in the form of  interest  rate
reductions, origination fees and risk sharing costs.

Under the 1993 Amendments, direct lending is authorized to account for up to 40%
of all guaranteed student loans made nationally for the 1995-96 school year, 50%
for  1996-97  and  1997-98,  and at least 60% in  1998-99.  Increases  in direct
lending,  as legislated,  would  effectively  reduce the number of potential new
loans  available for  origination  under the FFEL Program by lenders such as the
Company. (See the Regulatory Impacts section of Item 2, "Management's Discussion
and Analysis," for further information.)

                                       5
<PAGE>

3. RELATED PARTY TRANSACTIONS

Citibank (New York State)  ("CNYS"),  a subsidiary of Citicorp,  owns 80% of the
outstanding common stock of the Company.  A number of significant  transactions,
including  cash  management,  data  processing,  income tax  payments,  employee
benefits and facilities  management,  are carried out between the Company on the
one hand and Citicorp and its other subsidiaries on the other hand. At September
30, 1996, the Company had outstanding  short-term borrowings of $3.6 billion and
long-term  borrowings  of $1.7 billion  with CNYS,  compared to  short-term  and
long-term  borrowings of $2.3 billion each with CNYS at September 30, 1995.  For
the nine month period ending  September 30, 1996,  the Company  incurred  $226.8
million in interest  expenses  payable to CNYS and its  affiliates,  compared to
$228.1 million in interest  expenses  payable to CNYS and its affiliates for the
same period in 1995.  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

The Company,  from time to time,  enters into interest rate swap agreements with
related and  unaffiliated  parties to manage  interest  rate exposure on certain
interest bearing  liabilities  brought about by incongruities  between borrowing
and lending rates.  All swap  agreements  currently  maintained are basis swaps.
Entering into basis swap  agreements to pay interest  based on the interest rate
characteristics  of the Company's  assets and to receive  interest  based on the
characteristics of the Company's liabilities  effectively limits the risk of the
potential  interest  rate  variability.  The counter party for all interest rate
swap agreements  outstanding at September 30, 1996 was either CNYS, the majority
stockholder, or one of its affiliates.

Interest  rate  swap   agreements   with  a  carrying  value  of  $0.6  million,
representing accrued interest payable, were determined to have an estimated fair
value of $2.0 million at September  30, 1996.  At September  30, 1995,  interest
rate swap agreements with a carrying value of $25,000 of interest payable had an
estimated  fair value of $3.7  million.  The fair values,  based on  approximate
values  obtained  from dealers in these  financial  instruments,  represent  the
estimated  amounts which would be payable upon  termination  of the  agreements.
Market  values  vary from period to period  based on changes in such  factors as
LIBOR and Treasury Bill interest  rates and timing of  contractual  settlements.
The aggregate notional  principal amounts  outstanding at September 30, 1996 and
1995 totaled $1.9 billion and $1.6 billion, respectively.

5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Effective  January 1, 1996,  the Company  adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The new standard
is  similar  to the  Company's  existing  accounting  policies.  Therefore,  the
standard  will  not  have a  significant  impact  on the  Company's  results  of
operations or financial condition.


                                       6
<PAGE>

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

FINANCIAL CONDITION

During the nine months  ended  September  30,  1996,  the insured  student  loan
portfolio of The Student Loan Corporation (the "Company") grew by $519.8 million
(8%) to nearly $6.7 billion  from the balance at December 31, 1995.  This growth
was the result of loan disbursements totaling $1,046.4 million in the first nine
months  of  1996,   partially  offset  by  $482.9  million  in  loan  reductions
(attributable  to repayments and claims paid by  guarantors),  loan sales net of
loan  purchases of $40.4 million and other  adjustments  of $3.3  million.  This
compares to loan disbursements of $1,051.5 million,  net loan purchases of $33.6
million and loan reductions of $338.2 million in the first nine months of 1995.

The Company's new loan  disbursements of $1,046.4 million made in the first nine
months of 1996 were $5.1  million  less than  those  made in the same  period of
1995. This decline is attributable primarily to a $25.8 million decrease in loan
consolidations  made under various  agreements  with the Department of Education
and  several of its  subcontractors,  partially  offset by an  increase  in FFEL
Program  disbursements.  The decrease in loan consolidations was anticipated due
to limited  opportunities  to originate  significant new volumes of this type of
loan after 1995. FFEL Program  disbursements  increased $15.2 million during the
first  three  quarters  of 1996  compared  to the same  period  in 1995  despite
increased  competition  from the Federal  Direct  Student Loan ("FDSL")  Program
maintained by the Department of Education.  The Company  estimates that the FDSL
Program  accounted for  approximately  35% of new loan volume  nationally in the
1995-96 academic year, up from approximately 8% in 1994-95.  New loan volume for
the  FDSL  Program's  share  of  all  guaranteed  student  loans  nationally  is
authorized  to  increase  to 50% for  1996-97  and  1997-98  and at least 60% in
subsequent  years.  This increase in FDSL Program lending could lead to declines
in the Company's  disbursements in future periods; such declines could adversely
affect the Company's net income. See "Regulatory Impacts" below.

During  the first  nine  months of 1996,  the  Company  made  $299.4  million in
interest payments, principally to CNYS or one of its affiliates, compared to the
$253.2  million  paid in the same  period  in  1995.  The  difference  is due to
increases  in both the size of the  borrowings  and interest  rates,  as well as
timing of interest  payments.  The Company  paid $49.1  million in income  taxes
during the first nine  months of 1996,  compared  to $0.3  million  for the same
period last year.  This  difference is primarily due to timing changes in making
intercompany tax payments to CNYS.

Other assets  increased  $28.7  million  (17%) from the December 31, 1995 level,
principally as a result of additional  interest  receivable  attributable to the
growth in the student loan portfolio, higher interest rates on most loans in the
portfolio  and  timing of  interest  receipts.  Other  liabilities,  principally
comprised  of accrued  interest  and income  taxes  payable,  decreased by $20.6
million  (14%) from the  December  31,  1995  balance,  primarily  due to timing
differences for intercompany income tax and interest payments.

At June 30, 1996,  $0.5 billion of long-term debt became due within one year and
was reclassified to short-term. Also, at July 1, 1996, a $0.6 billion portion of
long-term  debt was reclassed to short-term as the debt became due within twelve
months.  No  changes  in terms or  overall  size of  credit  limits  for long or
short-term debt were made in the first three quarters of 1996.

The Company paid a quarterly  dividend of $0.06 per common share on September 2,
1996. The Board of Directors declared an increased regular quarterly dividend on
the Company's common stock of $0.12 per share, to be paid on December 2, 1996 to
stockholders of record on November 15, 1996.


                                       7
<PAGE>

RESULTS OF OPERATIONS

Quarter Ended September 30, 1996

Core net income (excluding floor income) was $15.3 million ($0.77 per share) for
the third quarter of 1996,  an increase of $75,000 from income  reported for the
same  period  last year.  Higher  interest  income  generated  by growth of $0.8
billion (13%) in the Company's  student loan  portfolio  from third quarter 1995
levels was offset by lower net interest  margins and an increase of $1.0 million
(7%) in operating expenses.

Total net income for the third quarter of 1996 was $15.6  million,  or $0.78 per
share,  an increase of $0.2  million (2%) over net income of $15.3  million,  or
$0.77 per share,  for the same period last year. The Company earned floor income
of $0.2  million  ($0.01 per share) for the third  quarter of 1996,  compared to
$0.1 million for the same period last year.

Core net interest  margin was 2.54% for the third  quarter of 1996,  0.29% lower
than the 2.83%  margin  occurring  in the third  quarter of 1995 and 0.25% lower
than the margin for the second  quarter of 1996. The difference is primarily the
result of lower  in-school  revenue  rates on the majority of the  Company's new
loan  originations  and lower  interest rates on variable rate loans which reset
annually each July 1.

Third  quarter  1996  net  income  was  further  improved   through   additional
efficiencies in operating expenses resulting, in part, from the consolidation of
the Company's  customer  servicing  centers earlier in 1996. While third quarter
1996  operating  expenses  were up almost $1.0 million from the same period last
year,  operating  expenses as a  percentage  of average  insured  student  loans
decreased to 0.93%, an improvement of 0.07% compared to third quarter 1995.

The provision for loan losses was $0.3 million  greater for the third quarter of
1996 than the  provision  recorded  in the same  period  last year due to larger
amounts of loans  disbursed on or after  October 1, 1993 rolling into  repayment
and becoming  potentially subject to the 2% risk-sharing  provisions of the 1993
Amendments. See "Regulatory Impacts" below.

Nine Months Ended September 30, 1996

Core net income was $47.4 million ($2.37 per share) for the first nine months of
1996, an increase of $2.8 million (6%) from levels of $44.6  million  ($2.23 per
share)  generated in the first nine months of 1995.  The increase was  primarily
attributable to higher interest income  generated by a $0.8 billion (13%) growth
in the  Company's  student  loan  portfolio  from  September  30,  1995  levels,
partially offset by lower net interest margins and increased operating expenses.

The Company earned net income of $48.1 million,  or $2.41 per common share,  for
the nine months ended  September 30, 1996, a 7% increase from $44.8 million,  or
$2.24 per common share, for the corresponding period in 1995. The Company earned
floor income of $0.7 million  ($0.04 per share) for the first three  quarters of
1996, compared to $0.2 million ($0.01 per share) for the same period last year.

Total  operating  expenses for the first nine months of 1996 were $47.9 million,
an increase of $4.4 million  (10%) from the same period of 1995.  The  operating
expense  increase was  attributable  primarily to increased costs resulting from
growth in the portfolio and  approximately  $1.7 million in non-recurring  costs
related to the consolidation of customer service operations in Pittsford, NY and
the  closing  of the  Sacramento,  CA  facility  on  July  1,  1996.  Additional
efficiencies in operating expenses are expected as a result of the consolidation
of facilities.  Operating  expenses as a percentage of average  insured  student
loans for the first three quarters of 1996 decreased to 0.99%, an improvement of
0.06% compared to the same period of 1995.

                                       8
<PAGE>

The provision for loan losses was $1.4 million greater for the first nine months
of 1996  than  the  provision  recorded  in the same  period  in 1995 due to the
significantly larger amounts of loans disbursed on or after October 1, 1993 that
rolled into  repayment  and became  potentially  subject to the 2%  risk-sharing
provisions of the 1993 Amendments.

REGULATORY IMPACTS

Provisions  of the Omnibus  Budget  Reconciliation  Act (the "1993  Amendments")
included  significant  changes to the Federal  Family  Education  Loan  ("FFEL")
Program.  The 1993  Amendments  substantially  increased  the  percentage of all
guaranteed student loans to be made directly by the Federal government  ("direct
lending") rather than by lending institutions such as the Company,  establishing
the FDSL Program under which the Federal  government  lends directly to students
using U.S.  Treasury Funds. In addition,  the 1993 Amendments  impose additional
costs  on  originators  and  holders  of FFEL  Program  loans  and on  guarantee
agencies.

Under the 1993 Amendments  direct lending is authorized to account for up to 40%
of all guaranteed student loans made nationally for the 1995-96 school year, 50%
for 1996-97 and 1997-98, and at least 60% in 1998-99. The Company estimates that
approximately 35% of all guaranteed student loans nationally were made under the
direct  lending   program  for  the  1995-96  period.   Schools   volunteer  for
participation  in direct  lending and, at the  discretion  of the  Department of
Education, may choose to participate in both the FDSL and the FFEL Programs.

The 1993  Amendments also included cost shifting  provisions  affecting the FFEL
Program.  These provisions reduced interest rates paid by the Federal Government
to holders of loans during in-school,  grace and deferment periods from 3.10% to
2.50%  over the base rate for  loans  disbursed  on or after  July 1,  1995.  In
addition,  lenders are required to pay a 0.5% origination fee on loans disbursed
on or after October 1, 1993 and holders of Federal Consolidation Loans disbursed
on or after October 1, 1993 are required to pay the Federal government an annual
fee of 1.05% of outstanding  balances of such loans.  Also, holders of defaulted
loans  disbursed on or after  October 1, 1993 that are  submitted  for claim are
required to absorb a loss,  calculated as 2% of the sum of the outstanding  loan
balance and unpaid  accrued  interest.  Guarantors  are subject to similar  risk
sharing provisions.

The Company  continues  to work  through the  Consumer  Bankers  Association  to
develop reform proposals that the Company hopes will simplify the FFEL  Program.
The  Company  continues  to meet with  higher  education  industry leaders in an
effort to build a  consensus  to support  the reform proposals.

CLAIM FOR INTEREST BILLINGS

Nine lenders, including  the Company,  brought  suit in  September  1995 in U.S.
District  Court against the U.S.  Secretary of Education to collect an aggregate
of approximately $16 million of special allowance interest billings,  which were
previously  denied payment by the  Department of Education,  for the period July
1992  through   January  1,  1995.  The  Company's   portion  of  the  claim  is
approximately $3 million.

In a decision  filed  September  30,  1996,  the court ordered the Department of
Education  to make full  payment of the special  allowance  billings to the nine
lenders.  If this  decision is not appealed or is upheld on appeal,  the Company
would receive  approximately $3 million of previously  denied special  allowance
revenue.  The  Department of Education has until November 30, 1996 to appeal the
court decision. If the Department of Education does not appeal, the Company will
recognize the $3 million  ($0.15 per share) of revenue in the fourth  quarter of
1996.

                                       9
<PAGE>


                           PART II. OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.


(b)       Reports on Form 8-K:  none.


                                       10
<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: November 8, 1996


                                               THE STUDENT LOAN CORPORATION


                                                  By /s/Michael S. Piemonte

                                                  Michael S. Piemonte
                                                 Vice President, Treasurer and
                                                  Chief Financial Officer


                                       11
<PAGE>

The Student Loan Corporation
Tax ID#16-1427135
Financial Data Schedule

LEGEND
CIK
MULTIPLIER                                                             1,000
CURRENCY                                                        U.S. DOLLARS
TABLE
S
PERIOD-TYPE                                                          9-MONTH
FISCAL-YEAR-END                                                     12/31/96
PERIOD-START                                                        01/01/96
PERIOD-END                                                          09/30/96
EXCHANGE-RATE
CASH                                                                     453
INT-BEARING-DEPOSITS                                                       0
FED-FUNDS-SOLD                                                             0
TRADING-ASSETS                                                             0
INVESTMENTS-HELD-FOR-SALE                                                  0
INVESTMENTS-CARRYING                                                       0
INVESTMENTS-MARKET                                                         0
LOANS                                                              6,690,727
ALLOWANCE                                                              1,601
TOTAL-ASSETS                                                       6,927,575
DEPOSITS                                                                   0
SHORT-TERM                                                         4,132,428
LIABILITIES-OTHER                                                    125,223
LONG-TERM                                                          2,300,000
PREFERRED-MANDATORY                                                        0
PREFERRED                                                                  0
COMMON                                                                   200
OTHER-SE                                                             347,381
TOTAL-LIABILITIES-AND-EQUITY                                       6,927,575
INTEREST-LOAN                                                        404,914
INTEREST-INVEST                                                            0
INTEREST-OTHER                                                             0
INTEREST-TOTAL                                                       404,914
INTEREST-DEPOSIT                                                           0
INTEREST-EXPENSE                                                     272,769
INTEREST-INCOME-NET                                                  132,145
LOAN-LOSSES                                                            1,796
SECURITIES-GAINS                                                           0
EXPENSE-OTHER                                                         47,938
INCOME-PRETAX                                                         82,448
INCOME-PRE-EXTRAORDINARY                                              48,130
EXTRAORDINARY                                                              0
CHANGES                                                                    0
NET-INCOME                                                            48,130
EPS-PRIMARY                                                             2.41
EPS-DILUTED                                                             2.41


THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STUDENT LOAN CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL
STATEMENTS.