<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 MARCH 31, 2002

                         Commission File Number: 1-11616

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


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

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

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

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

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

                                 Yes  X    No

         On May 3, 2002, there were 20,000,000 shares of The Student Loan
Corporation's Common Stock outstanding.
<PAGE>
                                    Form 10-Q




<TABLE>
<CAPTION>
Part I   Financial Information                                                                Page
                                                                                              ----
<S>                                                                                          <C>
         Item 1 -    Financial Statements

                           Statements of Income (Unaudited) for the Three-Month
                           Periods Ended March 31, 2002 and 2001 ........................        3

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

                           Statements of Cash Flows (Unaudited) for the
                           Three-Month Periods Ended March 31, 2002 and 2001 ............        5

                           Notes to Financial Statements (Unaudited) ....................      6-8

         Item 2 -    Management's Discussion and Analysis of Financial Condition
                           and Results of Operations ....................................     9-12

         Item 3 -    Quantitative and Qualitative Discussion About Market Risk ..........       13

Part II  Other Information

         Item 6 -    Exhibits and Reports on Form 8-K ...................................       14

Signature ...............................................................................       15
</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
                                                                 March 31,
                                                         -------------------------
                                                            2002           2001
                                                         ---------      ---------
<S>                                                      <C>            <C>
REVENUE
  Interest income                                        $ 262,884      $ 307,031
  Interest expense                                         163,276        249,730
                                                         ---------      ---------
  NET INTEREST INCOME                                       99,608         57,301
  Provision for loan losses                                 (2,001)        (1,814)
                                                         ---------      ---------
  Net interest income after provision for loan losses       97,607         55,487
  Gain on student loan securitization                        3,121             --
  Fee and other income                                       5,968          2,297
                                                         ---------      ---------
     TOTAL REVENUE, NET                                  $ 106,696      $  57,784
                                                         ---------      ---------

OPERATING EXPENSES
  Salaries and employee benefits                         $   6,159      $   4,687
  Other expenses                                            17,545         16,554
                                                         ---------      ---------
     TOTAL OPERATING EXPENSES                            $  23,704      $  21,241
                                                         ---------      ---------

  INCOME BEFORE INCOME TAXES                             $  82,992      $  36,543
  Income taxes                                              33,340         14,276
                                                         ---------      ---------

NET INCOME                                               $  49,652      $  22,267
                                                         =========      =========

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

BASIC AND DILUTED EARNINGS PER COMMON SHARE              $    2.48      $    1.11
                                                         =========      =========
    (based on 20 million average shares outstanding)

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

OPERATING RATIOS
  Net interest margin                                         2.16%          1.41%
  Operating expense as a percentage of
    average student loans                                     0.51%          0.52%
  Return on Equity                                           30.12%         15.71%
</TABLE>


See accompanying notes to financial statements.




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


<TABLE>
<CAPTION>
                                                                       March 31,      December 31,
                                                                         2002             2001
                                                                      (Unaudited)       (Audited)
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
ASSETS
        Student loans                                                $ 18,110,624     $ 18,236,966
        Less: Allowance for loan losses                                    (3,884)          (3,584)
                                                                     ------------     ------------
        Student loans, net                                             18,106,740       18,233,382
        Loans available for sale                                          538,646               --
        Cash                                                                  203            1,222
        Other assets                                                      510,449          482,492
                                                                     ------------     ------------

        TOTAL ASSETS                                                 $ 19,156,038     $ 18,717,096
                                                                     ============     ============


LIABILITIES AND STOCKHOLDERS' EQUITY
        Short-term borrowings                                        $ 17,742,015     $ 15,383,800
        Long-term borrowings                                              100,000        2,200,000
        Payable to principal stockholder                                    7,305            7,282
        Deferred income taxes                                             103,395           93,908
        Other liabilities                                                 515,264          380,404
                                                                     ------------     ------------

           Total Liabilities                                           18,467,979       18,065,394
                                                                     ------------     ------------

        Common stock, $0.01 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                                                 552,303          516,651
        Accumulated other changes in equity from nonowner sources             351               --
                                                                     ------------     ------------

           Total Stockholders' Equity                                     688,059          651,702
                                                                     ------------     ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 19,156,038     $ 18,717,096
                                                                     ============     ============


AVERAGE STUDENT LOANS                                                $ 18,714,881     $ 17,296,907
                                                                     ============     ============
       (year-to-date)
</TABLE>


See accompanying notes to financial statements.




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


<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                               March 31,
                                                                     ---------------------------
                                                                         2002            2001
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
Net income                                                           $    49,652     $    22,267
Adjustments to reconcile net income to
   net cash from operating activities:
          Gain on securitization of loans                                 (3,121)             --
          Depreciation and amortization                                   15,355          11,506
          Provision for loan losses                                        2,001           1,814
          Deferred tax provision                                           9,487             779
          (Increase) in accrued interest receivable                       (3,381)        (24,348)
          (Increase) decrease in other assets                            (23,164)          8,909
          Increase in other liabilities                                  135,236           6,286
                                                                     -----------     -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                182,065          27,213
                                                                     -----------     -----------

Cash flows from investing activities:
          Disbursements of loans                                        (957,193)       (811,651)
          Loan purchases held to maturity                               (266,126)       (854,797)
          Loan purchases available for resale                           (303,418)             --
          Repayment of loans                                             702,997         523,362
          Proceeds on loan securitization                                249,317              --
          Sale of loans                                                  148,891          60,507
          Capital expenditures on equipment and computer software         (1,767)         (1,933)
                                                                     -----------     -----------

NET CASH (USED IN) INVESTING ACTIVITIES                                 (427,299)     (1,084,512)
                                                                     -----------     -----------

Cash flows from financing activities:
          Net increase in borrowings with original
             maturities of one year or less                              158,215       1,071,235
          New long-term borrowings                                       100,000              --
          Dividends paid to stockholders                                 (14,000)        (14,000)
                                                                     -----------     -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                244,215       1,057,235
                                                                     -----------     -----------

NET DECREASE IN CASH                                                      (1,019)            (64)
CASH - BEGINNING OF PERIOD                                                 1,222             323
                                                                     -----------     -----------

CASH - END OF PERIOD                                                 $       203     $       259
                                                                     ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

          Cash paid for:
                Interest                                             $    23,044     $   260,682
                Income taxes paid, net of refunds                    $    37,801     $   (11,922)
</TABLE>


See accompanying notes to financial statements.




                                       5
<PAGE>
                          THE STUDENT LOAN CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002



1.       SIGNIFICANT ACCOUNTING POLICIES

         INTERIM FINANCIAL INFORMATION

         The financial information of The Student Loan Corporation (the
         "Company") as of March 31, 2002 and for the three-month periods ended
         March 31, 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.

         USE OF ESTIMATES

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

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 on the one hand and Citigroup and its affiliates on the
         other hand. At March 31, 2002, the Company had outstanding short- and
         long-term borrowings with CNYS of $17.7 billion and $0.1 billion,
         respectively, compared to $15.4 billion and $2.2 billion, respectively,
         at December 31, 2001. For the three-month period ended March 31, 2002,
         the Company incurred $163.3 million in interest expense payable to CNYS
         and its affiliates, compared to $249.7 million for the same period in
         2001. 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.



                                       6
<PAGE>
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 risk caused by differences
         between borrowing and lending rates. Consistent with the requirements
         of Financial Accounting Standards Board ("FASB") Statement of Financial
         Accounting Standards No. 133, management expects the Company's hedge
         program to be highly effective in offsetting changes in either the fair
         value or cash flows for the risk being hedged.

         During the first quarter of 2002, the Company entered into $400 million
         of swap agreements that will be effective as cash flow hedges. The swap
         agreements commence in July 2002 and have one-year terms. The fair
         value of the swaps was not material at March 31, 2002.

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
         participate in asset-backed securitizations. As a participant in the
         securitizations, the Company will ultimately sell certain portfolios of
         FFEL Program loans, including Federal Consolidation Loans, to an
         independent trust, and the trust, in turn, will issue securities backed
         by student loan assets to investors. Although the securitized student
         loans would then be removed from the Company's financial statements,
         the Company would retain the administrative and servicing functions for
         the transferred portfolios. 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."

                                       7
<PAGE>
         On March 27, 2002, the Company securitized approximately $249 million
         of Federal Consolidation Loans through a trust, which was established
         to purchase the loans. The Company sells loans into 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. Through its
         participation in the securitization, the Company receives
         administrative and servicing fees on the securitized portfolio. At the
         time of the securitization, the Company recorded approximately $12.6
         million in residual trust assets, composed of a note receivable of
         approximately $8.5 million and residual trust equity of approximately
         $4.1 million. These assets are included in Other Assets on the
         Company's financial statements. The Company expects to receive
         investment income on the residual trust assets. The Company regularly
         reviews these residual trust assets for impairment and accounts for
         them as investments in available-for-sale debt securities. At March 31,
         2002, the fair values of these assets approximated their carrying
         values. No servicing asset or liability was recognized at the time of
         the securitization since the fair value of the servicing revenues
         approximated the fair value of the servicing costs.

         The fair values of the retained interests at the time of the
         securitization (and at March 31, 2002) were based primarily on the
         following key assumptions: constant prepayment rate of 3%, anticipated
         credit losses of 0.24%, and loan spread of 1.47%. These key assumptions
         have been stress-tested to demonstrate the pretax sensitivity to the
         fair values that could result from adverse changes to these assumptions
         of 10% and 20%. The results of the stress tests are reflected in the
         table below.

<TABLE>
<CAPTION>
         (In thousands of dollars)                                March 31, 2002
         -------------------------                                --------------
<S>                                                               <C>
         Carrying value of retained interests                         $12,615.4

         Constant prepayment rate
             +10%                                                        (222.7)
             +20%                                                        (462.9)

         Anticipated credit losses
             +10%                                                        (140.9)
             +20%                                                        (281.9)

         Loan spread
             -10%                                                        (217.6)
             -20%                                                        (435.1)
</TABLE>

         These estimates and assumptions are subject to change and, therefore,
         the fair values of the retained interests as presented in the financial
         statements are subject to possible impairment and may not be fully
         recoverable. Also, actual experience may result in concurrent changes
         to more than one assumption, resulting in a potential impact that may
         be different from the sum of the individual effects shown above.

         At March 31, 2002, the Company managed a portfolio composed of $18,124
         million of owned and held student loans (amount includes approximately
         $12.6 million of retained residual trust interests); $539 million of
         student loans owned and available for sale; and $236 million of loans
         securitized and removed from the financial statements of the Company
         (amount is net of approximately $12.6 million of retained residual
         trust interests); resulting in a total managed student loan portfolio
         of $18,899 million.

         For the first quarter of 2002, the only cash flow transaction between
         the Company and, ultimately, the securitization trust was $249 million
         of securitization proceeds paid to the Company for the student loan
         assets transferred. At March 31, 2002, the securitized portfolio
         balance of $249 million included $5.5 million of loans with payments
         past due 30-89 days and $4.8 million of loans with payments past due 90
         or more days. There were no credit losses or credit loss recoveries in
         the securitized portfolio in the first quarter of 2002. Any credit
         losses incurred in the securitized portfolio in future periods will be
         charged to other income as incurred.

         At March 31, 2002, the Company's $18.6 billion owned portfolio included
         $612.7 million of loans with payments past due 30-89 days and $605.1
         million of loans with payments past due 90 or more days. Credit losses,
         net of recoveries, of $1.7 million were recorded in the Company's owned
         portfolio in the first quarter of 2002.


                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         FINANCIAL CONDITION

         During the quarter ended March 31, 2002, the Company's student loan
         portfolio, composed primarily of loans originated under the Federal
         Family Education Loan ("FFEL") Program, decreased by $0.1 billion (1%)
         to $18.1 billion from $18.2 billion at December 31, 2001 due to the
         establishment of a separate portfolio of loans available for sale.
         Changes in the portfolio were the result of loan disbursements totaling
         $957 million and loan purchases of $266 million in the first quarter of
         2002, partially offset by $149 million in loan sales, $703 million in
         loan reductions (attributable to borrower principal payments and claims
         paid by guarantors), $490 million in loans transferred to the new
         portfolio and other adjustments of $7 million. During the three months
         ended March 31, 2001, the Company made loan disbursements of $812
         million, loan purchases of $855 million, loan sales of $61 million,
         loan reductions of $523 million and other adjustments of $13 million.

         As indicated above, during the first quarter of 2002 the Company
         established a portfolio of loans available for sale. At March 31, 2002,
         this portfolio had a balance of $539 million, composed of $490 million
         of loans transferred from the held portfolio and $303 million of loans
         purchased in the first quarter of 2002, partially offset by loan
         securitizations of approximately $249 million and other adjustments of
         $5 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 quarter of 2002, the Company's student loan
         purchases included $266 million purchased for its held portfolio and
         $303 million purchased for resale. This is a decrease of $286 million
         (33%) from the loan purchases for the same period in 2001. The
         Company's ongoing participation in the secondary market is dependent
         upon market conditions.

         The Company's loan disbursements and new CitiAssist Loan commitments,
         for the first three months of 2002 were $1,221 million, representing an
         increase of $229 million (23%) as compared to those made in the same
         period of 2001. The increase is primarily attributable to growth of $84
         million (47%) in CitiAssist Loan commitments to $264 million for the
         first quarter of 2002, compared to $180 million for the same period
         last year. CitiAssist Loans are originated through an alternative loan
         program and do not carry federal government guarantees. FFEL Program
         Stafford and Plus Loan disbursements of $767 million in the first
         quarter of 2002 were $73 million (11%) higher than the $694 million
         disbursed during the same period of 2001. Federal Consolidation Loan
         originations for the first quarter of 2002 were $190 million, an
         increase of $72 million (61%) compared to the same period of 2001.

         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."

         During the securitization process, a predetermined portfolio of student
         loan assets is ultimately sold to an independent trust, and the trust,
         in turn, issues student loan asset-backed securities to investors.
         Under the Company's program to securitize student loans, the loans
         are removed from the financial statements of the Company. However, the
         Company retains administrative and servicing rights for the securitized
         loan portfolios.


                                       9
<PAGE>
         On March 27, 2002, the Company securitized approximately $249 million
         of Federal Consolidation Loans through a trust, which was established
         to purchase the loans. The Company sells loans into 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. At the time of the
         securitization, the Company recorded approximately $12.6 million in
         residual trust assets, composed of a note receivable of approximately
         $8.5 million and residual trust equity of approximately $4.1 million.
         These assets 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 residual trust
         assets. See Note 5 to the financial statements for disclosure and
         analysis of the key assumptions used to determine the fair value of the
         residual trust interests.

         During the first three months of 2002, the Company made $23 million in
         interest payments, principally to CNYS, compared to $261 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 $38 million, primarily to
         CNYS, in the first quarter of 2002. The Company's income taxes were
         overfunded at December 31, 2000, which generated a $12 million federal
         tax refund from CNYS recorded in the first quarter of 2001.

         Deferred income taxes increased by $9.5 million in the first quarter of
         2002. The increase was primarily attributable to the temporary
         differences for deferred loan origination costs for the first three
         months of 2002, which are deducted currently for income tax purposes,
         but are amortized as yield adjustments for financial statement
         purposes.

         In the first three months of 2002, short-term debt increased by $2.4
         billion to $17.7 billion. The increase was primarily attributable to
         the reclassification of maturing long-term debt to short-term debt. The
         $2.1 billion decrease in long-term borrowings at March 31, 2002 is due
         to the reclassification of $2.2 billion of maturing long-term debt to
         short-term debt and the procurement of $0.1 billion of new long-term
         borrowings. The new borrowings were used primarily to fund new loan
         disbursements and purchases.

         The Company paid a quarterly dividend of $0.70 per common share on
         March 1, 2002. On April 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 June 3, 2002 to stockholders of record on May 15,
         2002.

         RESULTS OF OPERATIONS

         QUARTER ENDED MARCH 31, 2002

         Net income was $49.7 million ($2.48 basic and diluted earnings per
         share) for the first quarter of 2002. This was an increase of $27.4
         million (123%) from earnings for the same period last year. The
         increase in net income was primarily attributable to increased floor
         income and a gain on securitization of student loans in the first
         quarter of 2002. Also in the first quarter of 2002, the Company
         recorded a $2 million pretax benefit associated with implementation of
         a late fee policy.

         The net interest margin for the first quarter of 2002 was 2.16%, up 75
         basis points from the first quarter 2001 margin of 1.41%. The
         improvement was primarily attributable to increased floor income in the
         first quarter of 2002. The Company expects the floor income benefit for
         the majority of its student loan assets to significantly decline in
         July 2002 when borrower rates on most FFEL Program loans reset. During
         the first quarter of 2001, the Company's net interest margin and net
         income were adversely impacted by several federal funds interest rate
         reductions which, in turn, caused an immediate repricing of the
         Company's student loan assets, while the Company's liabilities repriced
         evenly throughout the quarter.


                                       10

<PAGE>
         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 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. For the period July 1, 2001 to July 1, 2002,
         the Company's floor income significantly declines in periods when
         prevailing 91-day Treasury Bill rates exceed 5%. The Company earned
         $21.1 million of floor income in the first quarter of 2002, compared to
         $5.7 million of floor loss for the same period of 2001. During the
         first quarter of 2001, the Company earned less than its expected net
         interest spread as a rapid reduction in market interest rates caused
         federal government SAP revenue to fall early in the quarter while the
         cost of funds on debt repriced evenly over the quarter.

         Management expects the majority of the current floor income benefit to
         decline significantly when the interest rates on FFEL Program loans
         reset on July 1, 2002.

         Total operating expenses for the first quarter of 2002 increased $2.5
         million (12%) from the same period last year, primarily reflecting the
         incremental costs incurred to service the larger loan portfolio. For
         the first quarter of 2002, the Company's expense ratio, operating
         expenses as a percentage of average student loan assets, improved one
         basis point to 0.51% from the first quarter of 2001 expense ratio of
         0.52%.

         The Company's return on equity was 30.1% for the first quarter of 2002,
         14.4% higher than the 15.7% return for the same period of 2001. The
         improvement is primarily attributable to increased net interest income
         resulting from higher floor income.


         OFF-BALANCE SHEET ARRANGEMENTS

         In the first quarter of 2002, the Company entered into an off-balance
         sheet arrangement in which a 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
         obtains the cash needed to pay the transferor for the loan assets
         received by issuing securities to investors in the form of debt
         instruments. Investors usually have recourse to the assets in the SPE
         and often benefit from other credit enhancements, such as a cash
         collateral account, overcollateralization (resulting from maintaining
         excess assets in the SPE), or some other form of enhancement. The
         transferor can use the cash proceeds from the loan sale to fund new
         loan originations, purchase loans or for other business purposes.


                                       11

<PAGE>
         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 were added to the portfolio
         and older, more profitable loans were 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.



                                       12
<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 March 31, 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 $6.5 million for the next twelve months and a potential
         negative impact of approximately $107.5 million thereafter. A 100 basis
         point decrease in the interest yield curve as of March 31, 2002 would
         have a potential negative impact on the Company's pretax earnings of
         approximately $6.5 million for the subsequent twelve-month period and a
         potential positive effect of approximately $107.5 million thereafter.

<TABLE>
<CAPTION>
     Earnings-at-Risk (effect on pre-tax earnings)             March 31, 2002                           March 31, 2001
     ---------------------------------------------   -----------------------------------      ---------------------------------
       (Dollars in                                    Next                                     Next
       millions)                                     12 Mos.     Thereafter       Total       12 Mos.    Thereafter      Total
       ---------                                     -------     ----------       -----       -------    ----------      -----
<S>                                                  <C>         <C>            <C>           <C>        <C>            <C>
       One hundred basis point increase               $ 6.5       ($107.5)      ($101.0)      $ 13.9      ($58.6)       ($44.7)
       One hundred basis point decrease              ($ 6.5)       $107.5        $101.0       $  3.6       $95.5         $99.1
</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.




                                       13
<PAGE>
PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         None


(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the first quarter of 2002;
         however, on April 19, 2002, the Company filed a Current Report on Form
         8-K, dated March 27, 2002, under Item 5 thereof, describing the terms
         of the initial sale of student loan asset-backed notes under the
         Company's loan securitization program.




                                       14
<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: May 10, 2002




                                   The Student Loan Corporation




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




                                       15