<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                         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 May 4, 2001, there were 20,000,000 shares of The Student Loan
Corporation's Common Stock outstanding.
<PAGE>   2
                                    Form 10-Q
Part I   Financial Information

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

               Statements of Income (Unaudited) for the Three-Month Periods
               Ended March 31, 2001 and 2000 ........................................        3

               Balance Sheets as of  March 31, 2001 (Unaudited)
                         and December 31, 2000 ......................................        4

               Statements of Cash Flows (Unaudited) for the Three-Month Periods Ended
               March 31, 2001 and 2000 ..............................................        5

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

        Item 2 - Management's Discussion and Analysis of Financial Condition
               and Results of Operations ............................................       8 - 11

        Item 3 -  Quantitative and Qualitative Discussion About Market Risk* ........        9

Part II  Other Information

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

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

Signature ...........................................................................       13
</TABLE>

*    This discussion is presented in Part I, Item 2 and is incorporated herein
     by reference.


                                       2
<PAGE>   3
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                     March 31,
                                                                2001            2000
                                                              --------        --------
<S>                                                           <C>             <C>
REVENUE
    Interest income                                           $307,031        $226,587
    Interest expense                                           249,730         162,740
                                                              --------        --------
    NET INTEREST INCOME                                         57,301          63,847
    Provision for loan losses                                    1,814           1,238
                                                              --------        --------
    Net interest income after provision for loan losses         55,487          62,609
    Fee and other income                                         2,297           1,056
                                                              --------        --------
       TOTAL REVENUE, NET                                     $ 57,784        $ 63,665
                                                              --------        --------

OPERATING EXPENSES
    Salaries and employee benefits                            $  4,687        $  4,234
    Other expenses                                              16,554          13,614
                                                              --------        --------
       TOTAL OPERATING EXPENSES                               $ 21,241        $ 17,848
                                                              --------        --------

    INCOME BEFORE INCOME TAXES                                $ 36,543        $ 45,817
    Income taxes                                                14,276          19,032
                                                              --------        --------

NET INCOME                                                    $ 22,267        $ 26,785
                                                              ========        ========

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

BASIC AND DILUTED EARNINGS PER COMMON SHARE -                 $   1.11        $   1.34
                                                              ========        ========
      (based on 20 million average shares outstanding)

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


OPERATING RATIOS

Net interest margin                                               1.41%           2.25%
Operating expense as a percentage of
 average insured student loans                                    0.52%           0.63%
Return on equity                                                 15.71%          20.66%
</TABLE>


See accompanying notes to financial statements.


                                       3
<PAGE>   4

--------------------------------------------------------------------------------
                          THE STUDENT LOAN CORPORATION
                                 BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                               March 31,        December 31,
                                                                 2001              2000
                                                              (Unaudited)        (Audited)
                                                              -----------       -----------
<S>                                                           <C>               <C>
ASSETS
    Insured student loans                                     $16,844,441       $15,774,291
    Allowance for loan losses                                       3,372             2,872
                                                              -----------       -----------
    Insured student loans, net                                 16,841,069        15,771,419
    Cash                                                              259               323
    Other assets                                                  488,469           471,489
                                                              -----------       -----------

    TOTAL ASSETS                                              $17,329,797       $16,243,231
                                                              ===========       ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
    Short-term borrowings                                     $13,404,039       $12,332,804
    Long-term notes                                             3,057,000         3,057,000
    Payable to principal stockholder                                8,522             9,551
    Deferred income taxes                                          51,435            47,656
    Other liabilities                                             228,193           223,958
                                                              -----------       -----------

       Total Liabilities                                       16,749,189        15,670,969
                                                              -----------       -----------

    Common stock, $.01 par value; authorized 50,000,000
       shares; 20,000,000 shares issued and outstanding               200               200
    Additional paid-in capital                                    134,851           134,772
    Retained earnings                                             445,557           437,290
                                                              -----------       -----------

       Total Stockholders' Equity                                 580,608           572,262

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $17,329,797       $16,243,231
                                                              ===========       ===========


AVERAGE INSURED STUDENT LOANS                                 $16,457,439       $13,226,364
                                                              ===========       ===========
       (year-to-date)
</TABLE>




See accompanying notes to financial statements.


                                       4
<PAGE>   5
                          THE STUDENT LOAN CORPORATION
                            STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three months ended
                                                                            March 31,
                                                                   ------------------------------
                                                                      2001               2000
                                                                   -----------        -----------
<S>                                                                <C>                <C>
Cash flows from operating activities:
Net income                                                         $    22,267        $    26,785
Adjustments to reconcile net income to
   net cash from operating activities:
     Depreciation and amortization                                      11,506              6,242
     Provision for loan losses                                           1,814              1,238
     Deferred tax provision                                                779                940
     (Increase) in accrued interest receivable                         (24,348)           (48,174)
     Decrease in other assets                                            8,909              5,014
     Increase in other liabilities                                       6,286             41,848
                                                                   -----------        -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                               27,213             33,893
                                                                   -----------        -----------

Cash flows from investing activities:
     Disbursements of loans                                           (811,651)          (766,113)
     Purchase of loans                                                (854,797)          (577,333)
     Repayment of loans                                                523,362            382,707
     Sale of loans                                                      60,507             40,331
     Capital expenditures on equipment and computer software            (1,933)            (1,836)
                                                                   -----------        -----------

NET CASH (USED IN) INVESTING ACTIVITIES                             (1,084,512)          (922,244)
                                                                   -----------        -----------

Cash flows from financing activities:
     Net increase in borrowings with original
        maturities of one year or less                               1,071,235            904,040
     Dividends paid to stockholders                                    (14,000)           (12,000)
                                                                   -----------        -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                            1,057,235            892,040
                                                                   -----------        -----------

NET (DECREASE) INCREASE IN CASH                                            (64)             3,689

CASH - BEGINNING OF PERIOD                                                 323                251
                                                                   -----------        -----------


CASH - END OF PERIOD                                               $       259        $     3,940
                                                                   ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid for:
           Interest                                                $   260,682        $   125,784
           Income taxes paid, net of refunds                       $   (11,922)       $    11,154
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>   6
                          THE STUDENT LOAN CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2001



1.        SIGNIFICANT ACCOUNTING POLICIES

          INTERIM FINANCIAL INFORMATION

         The financial information of The Student Loan Corporation (the
         "Company") as of March 31, 2001 and for the three-month periods ended
         March 31, 2001 and 2000 includes all adjustments (consisting of normal
         recurring accruals) which, in the opinion of management, are necessary
         to fairly state the Company's financial position and results of
         operations in conformity with accounting principles generally accepted
         in the United States of America. The accompanying financial statements
         should be read in conjunction with the financial statements and related
         notes included in the Company's 2000 Annual Report and Form 10-K.

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

2.       USE OF ESTIMATES

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

3.       RELATED PARTY TRANSACTIONS

         Citibank (New York State) ("CNYS"), an indirect wholly-owned subsidiary
         of Citigroup Inc., owns 80% of the outstanding common stock of the
         Company. A number of significant transactions are carried out between
         the Company on the one hand and Citigroup and its affiliates on the
         other hand. At March 31, 2001, the Company had outstanding short- and
         long-term borrowings with CNYS of $ 13.4 billion and $3.1 billion,
         respectively, compared to $12.3 billion and $3.1 billion, respectively,
         at December 31, 2000. For the three-month period ended March 31, 2001,
         the Company incurred $249.7 million in interest expense payable to CNYS
         and its affiliates, compared to $162.7 million for the same period in
         2000. In addition, Citigroup and its subsidiaries engage in other
         transactions and servicing activities with the Company, including cash
         management, data processing, income tax payments, loan servicing,
         employee benefits, payroll administration and facilities management.
         Management believes that the terms of these transactions are, in the
         aggregate, no less favorable to the Company than those which could be
         obtained from unaffiliated parties.

4.        INTEREST RATE SWAP AGREEMENTS

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


                                       6
<PAGE>   7
         At March 31, 2001 and December 31, 2000, and for the quarters then
         ended, the Company was not a party to any interest rate swap agreements
         and managed interest rate risk directly through its funding agreements.

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

5.       SHORT AND LONG-TERM BORROWINGS

         In the first quarter of 2001, short-term debt increased by $1.1 billion
         to $13.4 billion. For the same period in 2000, short-term debt
         increased by $0.9 billion. The $3.1 billion long-term borrowings
         balance at March 31, 2001 remained unchanged from the balance at
         December 31, 2000. Long-term borrowings at March 31, 2000 also remained
         unchanged from that outstanding at December 31, 1999.

6.       COMMITMENTS AND CONTINGENCIES

         On February 3, 2000, a consolidated amended class action complaint was
         filed in Delaware Chancery Court under the caption "In re The Student
         Loan Corp. Shareholders Litigation" in response to the 1999
         announcement of Citigroup's proposal to acquire the 20% of the
         Company's stock not already beneficially owned by Citigroup. On
         February 17, 2000, Citigroup and the Special Committee of the Company's
         independent directors, formed to evaluate Citigroup's proposal,
         publicly announced the termination of discussions regarding the
         proposal. On March 28, 2001, the Delaware Court dismissed the action.

         Also, 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
         Delaware Chancery Court against the Company and its directors (as well
         as Citigroup and certain subsidiaries). The complaints allege, among
         other things, that defendants breached their fiduciary duties by
         engaging in a series of self-dealing transactions that are unfair to
         the Company and a misuse of corporate assets. Plaintiffs assert that
         Citigroup will continue to self-deal to benefit itself and further
         depress the price of the Company's outstanding public stock so that it
         can acquire the stock at a depressed price in the future. The action
         remains pending.

         For further information regarding each of these proceedings, see "Legal
         Proceedings" on page 12 of the Company's Annual Report on Form 10-K for
         the year ended December 31, 2000.

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

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


                                       7
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         FORWARD-LOOKING STATEMENTS

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

         FINANCIAL CONDITION

         During the three months ended March 31, 2001, the net student loan
         portfolio of the Company grew by $1.1 billion (6.8%) from the balance
         at December 31, 2000. This growth was the result of loan disbursements
         totaling $812 million and loan purchases of $855 million in the first
         quarter of 2001, partially offset by $61 million in loan sales and $523
         million in loan reductions (attributable to repayments and claims paid
         by guarantors), and other adjustments of $13 million. During the three
         months ended March 31, 2000, the Company made loan disbursements of
         $766 million, loan purchases of $577 million, loan sales of $40
         million, loan reductions of $383 million and other adjustments of $7
         million.

         The Company's loan disbursements and new CitiAssist loan commitments
         for the first quarter of 2001 of $992 million were $95 million (10%)
         more than those made in the same period of 2000. This increase is
         attributable primarily to increases in new CitiAssist loan commitments.
         During the first three months of 2001, new CitiAssist loan commitments
         increased to $180 million, a $49 million (37%) increase from the same
         period last year. FFEL Program Stafford and Plus loan disbursements of
         $694 million in the first three months of 2001 are $26 million (4%)
         higher than the $668 million disbursed during the same period of 2000.
         Federal Consolidation Program loan originations of $118 million for the
         first quarter of 2001 increased $20 million (20%) compared to the same
         period of 2000.

         During the first quarter of 2001, the Company made $261 million in
         interest payments, principally to CNYS, compared to $126 million for
         the same period in 2000. The increase is due to changes in both the
         size of the borrowings and interest rates as well as timing of interest
         payments. The Company's income taxes, payable primarily to CNYS, were
         overfunded at December 31, 2000, generating a refund from CNYS of $12
         million during the first quarter of 2001. The tax refund, less tax
         payments made during the first quarter of 2001, resulted in net cash
         received of $11.9 million. The Company made income tax payments of
         $11.2 million during the first quarter of 2000.

         In the first quarter of 2001, short-term debt increased by $1.1 billion
         to $13.4 billion. The new borrowings were used primarily for new loan
         disbursements and loan purchases made through the secondary market and
         third party loan consolidation channels. For the same period of 2000,
         short-term debt increased by $0.9 billion. The $3.1 billion long-term
         borrowings balance at March


                                       8
<PAGE>   9
         31, 2001 remained unchanged from the balance at December 31, 2000.
         Also, long-term borrowings at March 31, 2000 remained consistent with
         that outstanding at December 31, 1999.

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

         RISK MANAGEMENT

         Risk management is an important business objective of the Company. The
         Company actively manages market, credit and operating risks. For
         further information, see "Risk Management" beginning on page 5 of the
         Company's Annual Report on Form 10-K for the year ended December 31,
         2000.

         MARKET RISK

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

         The Earnings-at-Risk calculation measures the Company's position at one
         point in time. As indicated in the table below, as of March 31, 2001 a
         100 basis point increase in the interest yield curve would have a
         potential positive impact on the Company's pre-tax earnings of
         approximately $13.9 million for the next twelve months and a potential
         negative impact of approximately $44.7 million for all periods after
         March 2001. A 100 basis point decrease in the interest yield curve as
         of March 31, 2001 would have a potential positive impact on the
         Company's pre-tax earnings of approximately $3.6 million for the
         subsequent twelve-month period and approximately $99.1 million for all
         periods after March 2001.

<TABLE>
<CAPTION>
Earnings-at-Risk (effect on pre-tax earnings)              March 31, 2001                 March 31, 2000
(Dollars in millions)                              2002     Thereafter    Total     2001     Thereafter    Total
-----------------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>        <C>         <C>       <C>          <C>
One hundred basis point increase                   $13.9     ($58.6)    ($44.7)     $16.6     ($12.6)      $ 4.0
One hundred basis point decrease                   $ 3.6      $95.5      $99.1     ($12.3)     $23.9       $11.6
</TABLE>

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

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






                                       9
<PAGE>   10
         RESULTS OF OPERATIONS

         Quarter Ended March 31, 2001

         Net income was $22.3 million ($1.11 basic and diluted earnings per
         share) for the first quarter of 2001. This was a decrease of $4.5
         million (17%) from earnings for the same period last year. The decrease
         in net income was primarily attributable to less favorable spreads
         between the interest rates earned on the Company's student loan assets
         and paid on its borrowings.

         The rapid reduction of market interest rates was brought about by the
         federal reserve interest rate reductions beginning in January 2001.
         This caused revenue from government special allowance payments to fall
         early in the quarter while the cost of funds on debt repriced evenly
         throughout the quarter. The Company expects second quarter earnings to
         show improvement over the first quarter of 2001, due to floor income
         and funding actions taken during the first quarter. Floor income is
         earned in declining interest rate environments when the Company's cost
         of funds declines while the borrower interest rate remains fixed,
         generating excess spread.

         The net interest margin for the first quarter of 2001 was 1.41%, 0.84%
         lower than the 2.25%, margin for the first quarter of 2000.
         Approximately 70% of the decline in the margin is directly attributable
         to less favorable interest spreads, and 30% of the decline is due to
         the Company's decision to diversify loan sourcing to non-direct
         distribution channels, specifically acquiring loans through the
         secondary market and utilizing third party sourcing for loan
         consolidations. Loans acquired through these channels generally have
         lower yields than loans sourced directly through school lender lists.
         Continued Company participation in these initiatives will depend on
         market conditions. Although management expects net income for the
         second quarter of 2001 to improve due to floor income and funding
         actions taken during the first quarter, net interest margin
         compression, resulting from the legislated interest rate reductions and
         premium amortizations from secondary market loan activity, is expected
         to continue.

         Total operating expenses for the first quarter of 2001 increased $3.4
         million (19%) from the same period last year, primarily due to an
         increase of $2.6 million in fees and other costs to convert newly
         purchased loans and to service the significantly larger loan portfolio.
         Notwithstanding, operating expense as a percentage of average insured
         student loans improved 0.11% to 0.52%, from the first quarter 2000
         expense ratio of 0.63%. The improvement in the expense ratio was
         primarily attributable to growth in assets not requiring a commensurate
         growth in the Company's infrastructure.

         The Company's return on equity was 15.7% for the first quarter of 2001,
         5.0% lower than the 20.7% return for the same period of 2000. The
         decrease was attributed primarily to less favorable interest spreads.

         REGULATORY IMPACTS

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

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


                                       10
<PAGE>   11
         The 1993 amendments to the Act also introduced a competitor program,
         the Federal Direct Student Loan Program ("Direct Lending"), in which
         private lenders such as the Company do not participate. Direct Lending
         accounts for approximately one-third, on a national basis, of all
         student loans originated under federally sponsored programs.


                                       11
<PAGE>   12
                           PART II. OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

For information concerning the five putative class action stockholder
derivatives complaints captioned "In re The Student Loan Corp. Shareholders
Litigation", see the description that appears in the second and third paragraphs
under the caption "Legal Proceedings" beginning on page 12 of the Annual Report
on Form 10-K of the Company for the year ended December 31, 2000 (File No.
1-11616), which description is included as Exhibit 99.1 to this Form 10-Q and
incorporated by reference herein. On March 28, 2001, the Delaware court entered
a Stipulation and Order, which dismissed the action as moot but retained
jurisdiction for the purpose of determining plaintiffs' application for an award
of counsel fees and reimbursement of expenses.


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


(a)      Exhibits

<TABLE>
<CAPTION>
Exhibit Number          Description
--------------          -----------
<S>                   <C>
99.1                  Second and third paragraphs under the caption "Legal Proceedings" beginning on page 12 of
                      the Annual Report on Form 10-K of the Company for the year ended December 31, 2000 (File
                      No. 1-11616).
</TABLE>


(b)       Reports on Form 8-K:

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


                                       12
<PAGE>   13
                                    SIGNATURE


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

Date: May 11, 2001





                                            The Student Loan Corporation





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


                                       13