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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2004

SLM CORPORATION (Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation)		File No. 001-13251 (Commission File Number)		52-2013874 (IRS Employer Identification Number)

11600 Sallie Mae Drive, Reston, Virginia (Address of principal executive offices)

20193 (zip code)

Registrant's telephone number, including area code: (703) 810-3000

Not Applicable
(Former name or former address, if changed since last report)

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Item 12. Results of Operations and Financial Condition

        On April 15, 2004, SLM Corporation issued a press release with respect to its earnings for the fiscal quarter ended March 31, 2004, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additional information for the quarter, which is available on the Registrant's website at www.salliemae/investor/corpreports.html, is furnished as Exhibit 99.2.

SIGNATURES

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

	SLM CORPORATION
	By:	/s/  C.E. ANDREWS
		Name:	C.E. Andrews
		Title:	Executive Vice President, Accounting and Risk Management

Dated: April 15, 2004

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SLM CORPORATION

Form 8-K

CURRENT REPORT

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated April 15, 2004
99.2		Additional Information Available on the Registrant's Website

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Item 12. Results of Operations and Financial Condition

SIGNATURES
EXHIBIT INDEX

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Exhibit 99.1

		N E W S        R E L E A S E
FOR IMMEDIATE RELEASE		Media Contacts: Tom Joyce 703/810-5610 Martha Holler 703/810-5178		Investor Contacts: Steve McGarry 703/810-7746 Nam Vu 703/810-7723

SLM CORPORATION FIRST-QUARTER 2004 LOAN ORIGINATIONS TOP $5.8 BILLION,
UP 19 PERCENT FROM YEAR AGO PERIOD

Portfolio of Managed Loans Now Exceeds $92 Billion

RESTON, Va., April 15, 2004—SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, today reported first-quarter 2004 earnings and performance results that include more than $5.8 billion in preferred-channel loan originations, a 19-percent increase from the year-ago quarter's $4.9 billion.

        Preferred-channel loan originations are loans created by the company's owned or affiliated brands. These loans are a key measure of Sallie Mae's market share success and indicate future loan acquisition volume and earnings growth. The company's total managed-loan portfolio now exceeds $92 billion.

        "We continue to build market share in a growing student loan market," said Albert L. Lord, vice chairman and chief executive officer, Sallie Mae. "This has enabled us to further accelerate our privatization and deliver good earnings growth."

        Sallie Mae reports financial results on a GAAP basis and presents certain non-GAAP or "core cash" performance measures. The company's equity investors, credit rating agencies and debt capital providers request these core cash measures to monitor the company's business performance.

        Sallie Mae reported first-quarter 2004 GAAP net income of $291 million, or $.64 per diluted share, compared to $417 million, or $.88 per diluted share, in the year-ago period. Included in these GAAP results are pre-tax gains on the securitization of student loans of $114 million, compared to $306 million in the year-ago quarter.

        Core cash net income for the quarter was $231 million, or $.51 per diluted share, up from $203 million in the year-ago quarter, or $.43 per diluted share. Core cash net interest income was $433 million for the quarter, a 16-percent increase from the year-ago quarter's $372 million.

        Core cash other income, which consists primarily of fees earned from guarantor servicing and collection activity, was $174 million for the 2004 first quarter, up 18 percent from the year-ago quarter's $147 million. Core cash operating expenses were $202 million, compared to $248 million in the prior quarter and $173 million in the year-ago quarter.

        Both a description of the core cash treatment and a full reconciliation to the GAAP income statement can be found at www.salliemae.com.

        Total equity for the company at March 31, 2004, was $2.7 billion, up from $2.2 billion a year ago. The company's tangible capital increased to 1.94 percent of managed assets, compared to 1.81 percent as of March 31, 2003. During the first quarter 2004, the company completed $14.8 billion in term, non-government-sponsored enterprise (GSE) funding. At March 31, 2004, less than $16 billion in student loans remained in the GSE.

Sallie Mae          •          11600 Sallie Mae Drive          •          Reston, Va 20193          •          www.salliemae.com

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        The company will host its regular earnings conference call today at noon. Sallie Mae executives will be on hand to discuss various highlights of the quarter and to answer questions related to the company's performance. Individuals interested in participating should call the following number today, April 15, 2004, starting at 11:45 a.m. EDT: (877) 356-5689 (USA and Canada) or (706) 679-0623 (International). The conference call will be replayed continuously beginning Thursday, April 15, at 3:30 p.m. EDT and concluding at 11:59 p.m. EDT on Thursday, April 22. Please dial (800) 642-1687 (USA and Canada) or dial (706) 645-9291 (International) and use access code 6065208. In addition, there will be a live audio Web cast of the conference call, which may be accessed at www.salliemae.com. A replay will be available 30-45 minutes after the live broadcast.

*  *  *

Statements in this release referring to expectations as to future market share, the successful consummation of any business acquisitions and other future developments are forward-looking statements, which involve risks, uncertainties and other factors that may cause the actual results to differ materially from such forward-looking statements. Such factors include, among others, changes in the terms of student loans and the educational credit marketplace arising from the implementation of applicable laws and regulations, and from changes in such laws and regulations, changes in the demand for educational financing or in financing preferences of educational institutions, students and their families, and changes in the general interest rate environment. For more information, see the company's filings with the Securities and Exchange Commission.

*  *  *

SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, is the nation's leading provider of education funding, managing more than $92 billion in student loans for more than 7 million borrowers. The company primarily provides federally guaranteed student loans originated under the Federal Family Education Loan Program (FFELP), and offers comprehensive information and resources to guide students, parents and guidance professionals through the financial aid process. Sallie Mae was established in 1973 as a government-sponsored enterprise (GSE) called the Student Loan Marketing Association, and began the privatization process in 1997. Since then, the parent company name has changed, most recently to SLM Corporation. Through its specialized subsidiaries and divisions, Sallie Mae also provides an array of consumer credit loans, including those for lifelong learning and K-12 education, and business and technical products and services for colleges and universities. More information is available at http://www.salliemae.com. SLM Corporation and its subsidiaries, other than the Student Loan Marketing Association, are not sponsored by or agencies of the United States.

#  #  #

Sallie Mae          •          11600 Sallie Mae Drive          •          Reston, Va 20193          •          www.salliemae.com

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SLM CORPORATION
Supplemental Earnings Disclosure
March 31, 2004
(Dollars in millions, except earnings per share)

		Quarters ended
		March 31, 2004			December 31, 2003			March 31, 2003
		(unaudited)			(unaudited)			(unaudited)
SELECTED FINANCIAL INFORMATION AND RATIOS — (GAAP Basis)
Net income		$	291		$	264		$	417
Diluted earnings per common share*		$	.64		$	.57		$	.88
Return on assets			1.88	%		1.88	%		3.41	%
NON-GAAP INFORMATION (See Explanation Below)
"Core cash" net income		$	231		$	285		$	203
"Core cash" diluted earnings per common share*		$	.51		$	.62		$	.43
"Core cash" return on assets			.91	%		1.15	%		.97	%
OTHER OPERATING STATISTICS
Average on-balance sheet student loans		$	52,892		$	47,305		$	44,159
Average off-balance sheet student loans			37,786			39,908			35,228
Average Managed student loans		$	90,678		$	87,213		$	79,387
Ending on-balance sheet student loans, net		$	54,414		$	50,047		$	43,281
Ending off-balance sheet student loans, net			37,735			38,742			37,438
Ending Managed student loans, net		$	92,149		$	88,789		$	80,719
Ending Managed FFELP student loans, net		$	83,013		$	80,485		$	74,221
Ending Managed Private Credit Student Loans, net			9,136			8,304			6,498
Ending Managed student loans, net		$	92,149		$	88,789		$	80,719

*

In May 2003, the Company announced a three-for-one stock split of the Company's common stock to be effected in the form of a stock dividend. The additional shares were distributed on June 20, 2003 for all shareholders of record on June 6, 2003. All share and per share amounts presented have been retroactively restated for the stock split. Stockholders' equity has been restated to give retroactive recognition to the stock split for all periods presented by reclassifying from additional paid-in capital to common stock the par value of the additional shares issued as a result of the stock split.

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Non-GAAP "Core Cash" Earnings

        In accordance with the Rules and Regulations of the SEC, we prepare financial statements in accordance with generally accepted accounting principles ("GAAP"). In addition to evaluating the Company's GAAP-based financial information, management, credit rating agencies, lenders and analysts also evaluate the Company on certain non-GAAP performance measures that we refer to as "core cash" measures. While "core cash" measures are not a substitute for reported results under GAAP, we rely on "core cash" measures in operating our business because we believe they provide additional information regarding the operational and performance indicators that are most closely assessed by management.

        We report pro forma "core cash" measures, which are the primary financial performance measures used by management not only in developing our financial plans and tracking results, but also in establishing corporate performance targets and determining incentive compensation. Our "core cash" measures are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. "Core cash" measures reflect only current period adjustments to GAAP earnings as described below. Accordingly, the Company's "core cash" measures presentation does not represent another comprehensive basis of accounting. A more detailed discussion of the differences between GAAP and "core cash" measures follows.

1)

Securitization: Under GAAP, certain securitization transactions are accounted for as sales of assets. Under "core cash," we present all securitization transactions as long-term non-recourse financings. The upfront "gains" on sale from securitization as well as ongoing "servicing and securitization revenue" presented in accordance with GAAP are excluded from "core cash" and replaced by the interest income, provision for loan losses, and interest expense as they are earned or incurred on the securitized loans.

2)

Floor Income: The timing and amount (if any) of Floor Income earned is uncertain and in excess of expected spreads and, therefore, we exclude such income when it is not economically hedged from "core cash" measures. We employ derivatives, primarily Floor Income Contracts and futures, to economically hedge Floor Income. As discussed in more detail below, these derivatives do not qualify as effective accounting hedges and therefore are marked-to-market through the derivative market value adjustment. For "core cash" measures, we reverse the fair value adjustments on the Floor Income Contracts and futures economically hedging Floor Income and include the amortization of net premiums received (net of Eurodollar futures contracts' realized gains or losses) in income. Since we exclude Floor Income that is not economically hedged, we also exclude net settlements on derivative contracts, primarily payments on Floor Income Contracts, and certain gains and losses on derivatives and financial instruments that were economically hedging Floor Income.

3)

Derivative Accounting: "Core cash" measures exclude the periodic unrealized gains and losses primarily caused by the one-sided mark-to-market derivative valuations prescribed by Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," and recognize the economic effect of these hedges, which results in any cash paid or received being recognized ratably as an expense or revenue over the hedged item's life. We also exclude the gain or loss on our equity forward contracts that are required to be accounted for in accordance with SFAS No. 133 as derivatives and are marked to market through earnings.

4)

Other items: We exclude certain transactions that are not considered part of our core business, including amortization of acquired intangibles, as well as gains and losses on certain sales of securities.

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SLM CORPORATION
Consolidated Balance Sheets
(In thousands, except per share amounts)

		March 31, 2004			December 31, 2003			March 31, 2003
		(unaudited)						(unaudited)
Assets
Federally insured student loans (net of allowance for losses of $20,592; $26,283; and $56,082, respectively)		$	26,174,672		$	29,222,268		$	36,304,633
Federally insured student loans in trust (net of allowance for losses of $28,637; $19,710; and $2,322, respectively)			24,062,169			16,354,805			2,035,479
Private Credit Student Loans (net of allowance for losses of $154,222; $165,716; and $174,177, respectively)			4,176,841			4,470,156			4,941,225
Academic facilities financings and other loans			1,104,226			1,030,907			1,139,617
Cash and investments			10,407,332			6,767,523			4,467,205
Restricted cash and investments			1,133,188			1,233,828			372,446
Retained Interest in securitized receivables			2,482,242			2,475,836			2,481,318
Goodwill and acquired intangible assets, net			589,078			592,112			579,365
Other assets			3,133,709			2,463,216			2,012,488
Total assets		$	73,263,457		$	64,610,651		$	54,333,776
Liabilities
Short-term borrowings		$	16,176,387		$	18,735,385		$	23,825,598
Borrowings collateralized by loans in trust			24,595,289			16,597,396			2,021,450
Long-term notes			26,710,017			23,210,778			23,219,279
Other liabilities			3,044,113			3,437,046			3,023,193
Total liabilities			70,525,806			61,980,605			52,089,520
Commitments and contingencies*
Stockholders' equity
Preferred stock, par value $.20 per share, 20,000 shares authorized: 3,300; 3,300; and 3,300 shares, respectively, issued at stated value of $50 per share			165,000			165,000			165,000
Common stock, par value $.20 per share, 1,125,000 shares authorized: 476,442; 472,643; and 630,283 shares, respectively, issued			95,289			94,529			126,057
Additional paid-in capital			1,670,640			1,553,240			1,232,473
Accumulated other comprehensive income, net of tax			534,445			425,621			596,693
Retained earnings			1,153,100			941,284			3,094,050
Stockholders' equity before treasury stock			3,618,474			3,179,674			5,214,273
Common stock held in treasury at cost: 33,533; 24,965; and 175,680 shares, respectively			880,823			549,628			2,970,017
Total stockholders' equity			2,737,651			2,630,046			2,244,256
Total liabilities and stockholders' equity		$	73,263,457		$	64,610,651		$	54,333,776

*

Commitments to purchase loans, lines of credit, letters of credit, and academic facilities financing letters of credit were $36.1 billion, $.9 billion, $.6 billion, and $45.5 million, respectively, at March 31, 2004.

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SLM CORPORATION
Consolidated Statements of Income
(In thousands, except per share amounts)

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
			(unaudited)			(unaudited)			(unaudited)
Interest income:
	Federally insured student loans		$	468,967		$	446,187		$	467,482
	Private Credit Student Loans			76,589			50,350			87,572
	Academic facilities financings and other loans			18,376			18,194			20,206
	Investments			43,457			41,191			28,261
Total interest income				607,389			555,922			603,521
Interest expense				285,674			263,412			257,302
Net interest income				321,715			292,510			346,219
Less: provision for losses				39,818			26,791			42,545
Net interest income after provision for losses				281,897			265,719			303,674
Other income:
	Gains on student loan securitizations			113,954			84,812			305,803
	Servicing and securitization revenue			136,658			131,416			188,612
	Derivative market value adjustment			(116,743	)		(4,498	)		(119,064	)
	Guarantor servicing fees			34,971			27,413			35,193
	Debt management fees			79,928			68,780			58,813
	Other			58,955			92,079			49,575
Total other income				307,723			400,002			518,932
Operating expenses				208,877			254,434			179,365
Income before income taxes				380,743			411,287			643,241
Income taxes				89,278			146,858			226,692
Net income				291,465			264,429			416,549
Preferred stock dividends				2,886			2,876			2,875
Net income attributable to common stock			$	288,579		$	261,553		$	413,674
Basic earnings per common share			$	..65		$	..58		$	..91
Average common shares outstanding				442,664			448,770			456,581
Diluted earnings per common share			$	..64		$	..57		$	..88
Average common and common equivalent shares outstanding				451,747			458,022			469,696
Dividends per common share			$	..17		$	..17		$	..08

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SLM CORPORATION
Pro-Forma "Core Cash"
Consolidated Statements of Income
(In thousands, except per share amounts)

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
			(unaudited)			(unaudited)			(unaudited)
Managed interest income:
	Managed federally insured student loans		$	687,222		$	746,263		$	643,947
	Managed Private Credit Student Loans			113,658			98,769			98,396
	Academic facilities financings and other loans			18,376			18,194			20,206
	Investments			47,936			46,100			29,243
Total Managed interest income				867,192			909,326			791,792
Managed interest expense				433,765			427,145			419,342
Net Managed interest income				433,427			482,181			372,450
Less: provision for losses				44,968			26,565			31,606
Net Managed interest income after provision for losses				388,459			455,616			340,844
Other income:
	Guarantor servicing fees			34,971			27,413			35,193
	Debt management fees			79,928			68,780			58,813
	Other			59,336			96,171			53,206
Total other income				174,235			192,364			147,212
Operating expenses				202,149			247,712			172,737
Income before income taxes				360,545			400,268			315,319
Income taxes				129,491			115,618			112,029
"Core cash" net income				231,054			284,650			203,290
Preferred stock dividends				2,886			2,876			2,875
"Core cash" net income attributable to common stock			$	228,168		$	281,774		$	200,415
"Core cash" basic earnings per common share			$	..52		$	..63		$	..44
Average common shares outstanding				442,664			448,770			456,581
"Core cash" diluted earnings per common share			$	..51		$	..62		$	..43
Average common and common equivalent shares outstanding				451,747			458,022			469,696

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SLM CORPORATION
Pro-Forma "Core Cash"
Reconciliation of GAAP Net Income to "Core Cash" Net Income
(In thousands)

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
			(unaudited)			(unaudited)			(unaudited)
GAAP net income			$	291,465		$	264,429		$	416,549
"Core cash" adjustments:
	Net impact of securitization accounting			11,089			143,901			(265,278	)
	Net impact of Floor Income			60,780			2,625			37,291
	Net impact of derivative accounting			(99,490	)		(166,663	)		(114,811	)
	Amortization of acquired intangibles and other			7,423			9,118			14,876
Total "core cash" adjustments before income taxes				(20,198	)		(11,019	)		(327,922	)
Net tax effect (A)				(40,213	)		31,240			114,663
Total "core cash" adjustments				(60,411	)		20,221			(213,259	)
"Core cash" net income			$	231,054		$	284,650		$	203,290

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(A)

Such tax effect is generally based upon the Company's marginal tax rate for the respective period. The net tax effect results primarily from the exclusion of the permanent income tax impact of the equity forward contracts.

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Exhibit 99.1

SLM CORPORATION Supplemental Earnings Disclosure March 31, 2004 (Dollars in millions, except earnings per share)
SLM CORPORATION Consolidated Balance Sheets (In thousands, except per share amounts)
SLM CORPORATION Consolidated Statements of Income (In thousands, except per share amounts)
SLM CORPORATION Pro-Forma "Core Cash" Consolidated Statements of Income (In thousands, except per share amounts)
SLM CORPORATION Pro-Forma "Core Cash" Reconciliation of GAAP Net Income to "Core Cash" Net Income (In thousands)

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Exhibit 99.2

SLM CORPORATION
SUPPLEMENTAL FINANCIAL INFORMATION
FIRST QUARTER 2004
(Dollars in millions, except per share amounts)

        The following supplemental information should be read in connection with SLM Corporation's (the "Company") press release of first quarter 2004 earnings, dated April 15, 2004.

        Statements in this Supplemental Financial Information release, which refer to expectations as to future developments, are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements contemplate risks, uncertainties and other factors that may cause the actual results to differ materially from such forward-looking statements. Such factors include, among others, changes in the terms of student loans and the educational credit marketplace arising from the implementation of applicable laws and regulations and from changes in such laws and regulations; changes in the demand for educational financing or in financing preferences of educational institutions, students and their families; and changes in the general interest rate environment. For more information, see our filings with the Securities and Exchange Commission ("SEC").

        Definitions for capitalized terms in this document can be found in the Company's 2003 Form 10-K filed with the SEC on March 15, 2004.

Reclassifications

        In May 2003, the Board of Directors approved a three-for-one split of our common stock to be effected in the form of a stock dividend. The additional shares of stock were distributed on June 20, 2003, for all shareholders of record on June 6, 2003. All share and per share amounts presented have been retroactively restated for the stock split. Stockholders' equity has been restated to give retroactive recognition to the stock split for all periods presented by reclassifying from additional paid-in capital to common stock the par value of the additional shares issued as a result of the stock split.

        A recent interpretation of Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," requires net settlement income/expense on derivatives and realized gains/losses related to derivative dispositions ("realized derivative market value adjustment") that do not qualify as hedges under SFAS No. 133 to be included as realized gains and losses in the derivative market value adjustment on the income statement. As a result, the derivative market value adjustment includes both the unrealized changes in the fair value of our derivatives as well as the realized changes in fair value related to derivative net settlements and dispositions. For "core cash" reporting purposes, we have reclassified the net settlements from the derivative market value adjustment to the financial statement line item of the economically hedged item.

        Certain other reclassifications have been made to the balances as of and for the quarters ended December 31, 2003 and March 31, 2003, to be consistent with classifications adopted for 2004.

1

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RESULTS OF OPERATIONS

        The following table presents the GAAP statements of income for the quarters ended March 31, 2004, December 31, 2003 and March 31, 2003.

Condensed Statements of Income

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
Interest income:
	Federally insured student loans		$	469		$	446		$	467
	Private Credit Student Loans			77			51			88
	Academic facilities financings and other loans			18			18			20
	Investments			43			41			28
Total interest income				607			556			603
Interest expense				285			263			257
Net interest income				322			293			346
Less: provision for losses				40			27			43
Net interest income after provision for losses				282			266			303
Other income:
	Gains on student loan securitizations			114			85			306
	Servicing and securitization revenue			137			131			189
	Derivative market value adjustment			(117	)		(4	)		(119	)
	Guarantor servicing fees			35			27			35
	Debt management fees			80			69			59
	Other			59			92			49
Total other income				308			400			519
Operating expenses				209			255			179
Income before income taxes				381			411			643
Income taxes				90			147			226
Net income				291			264			417
Preferred stock dividends				3			3			3
Net income attributable to common stock			$	288		$	261		$	414
Diluted earnings per common share			$	.64		$	.57		$	.88

        Income tax expense includes the permanent tax impact of excluding gains and losses from equity forward contracts from taxable income.

2

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On-Balance Sheet Floor Income

        The following table summarizes the components of Floor Income from on-balance sheet student loans, net of payments under Floor Income Contracts, for the quarters ended March 31, 2004, December 31, 2003, and March 31, 2003.

		Quarters ended
		March 31, 2004									December 31, 2003									March 31, 2003
(Dollars in billions)		Fixed borrower rate			Variable borrower rate			Total			Fixed borrower rate			Variable borrower rate			Total			Fixed borrower rate			Variable borrower rate			Total
Floor Income:
Gross Floor Income		$	124		$	2		$	126		$	128		$	1		$	129		$	137		$	13		$	150
Payments on Floor Income Contracts			(109	)		—			(109	)		(99	)		—			(99	)		(118	)		—			(118	)
Floor Income		$	15		$	2		$	17		$	29		$	1		$	30		$	19		$	13		$	32
Floor Income in basis points			.11			.02			.13			.24			.01			.25			.18			.11			.29

Securitization Program

Securitization Activity

        The following table summarizes our securitization activity for the quarters ended March 31, 2004, December 31, 2003, and March 31, 2003.

		Quarters ended
		March 31, 2004										December 31, 2003										March 31, 2003
		Number of Transactions		Amount Securitized			Pre-Tax Gain			Gain %		Number of Transactions		Amount Securitized			Pre-Tax Gain			Gain %		Number of Transactions		Amount Securitized			Pre-Tax Gain			Gain %
FFELP Stafford/PLUS loans		—		$	—		$	—		—	%	—		$	—		$	—		—	%	1		$	1,256		$	20		1.6	%
Consolidation Loans		—			—			—		—		—			—			—		—		1			2,005			218		10.9
Private Credit Student Loans		1			1,252			114		9.1		1			1,250			85		6.8		1			1,005			68		6.8
Total securitization sales		1			1,252		$	114		9.1	%	1			1,250		$	85		6.8	%	3			4,266		$	306		7.2	%
On-balance sheet securitization of Consolidation Loans		3			8,023							3			6,767							1			2,056
Total loans securitized		4		$	9,275							4		$	8,017							4		$	6,322

        The increase in the Private Credit securitization gain for the first quarter of 2004 is due to the underlying student loans having higher spreads.

Servicing and Securitization Revenue

        Servicing and securitization revenue, the ongoing revenue from securitized loan pools accounted for off-balance sheet as qualifying special purpose entities, includes the interest earned on the Residual Interest asset, the revenue we receive for servicing the loans in the securitization trusts, and Embedded Floor Income on securitized student loans not previously included in the gain on sale calculation. Interest income recognized on the Residual Interest is based on our anticipated yield, determined by periodically estimating future cash flows.

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        The following table summarizes the components of servicing and securitization revenue for the quarters ended March 31, 2004, December 31, 2003 and March 31, 2003.

		Quarters ended
		March 31, 2004			December 31, 2003			March 31, 2003
Servicing revenue		$	76		$	80		$	75
Securitization revenue, before Embedded Floor Income			30			21			57
Servicing and securitization revenue, before Embedded Floor Income			106			101			132
Embedded Floor Income			78			77			78
Less: Floor Income previously recognized in gain calculation			(47	)		(47	)		(21	)
Net Embedded Floor Income			31			30			57
Total servicing and securitization revenue		$	137		$	131		$	189
Average off-balance sheet student loans		$	37,786		$	39,908		$	35,228
Average balance of Retained Interest		$	2,442		$	2,690		$	2,195
Servicing and securitization revenue as a percentage of the average balance of off-balance sheet student loans (annualized)			1.45	%		1.31	%		2.17	%

        The decrease in securitization revenue before Embedded Floor Income for the quarters ended March 31, 2004 and December 31, 2003, is generally due to the impact of Consolidation Loan activity, which resulted in impairment of the Residual Interest asset and negatively impacted yields used to recognize income.

"CORE CASH" RESULTS OF OPERATIONS

Non-GAAP "Core Cash" Earnings

        In accordance with the Rules and Regulations of the SEC, we prepare financial statements in accordance with generally accepted accounting principles ("GAAP"). In addition to evaluating the Company's GAAP-based financial information, management, credit rating agencies, lenders and analysts also evaluate the Company on certain non-GAAP performance measures that we refer to as "core cash" measures. While "core cash" measures are not a substitute for reported results under GAAP, we rely on "core cash" measures in operating our business because we believe they provide additional information regarding the operational and performance indicators that are most closely assessed by management.

        We report pro forma "core cash" measures, which are the primary financial performance measures used by management not only in developing our financial plans and tracking results, but also in establishing corporate performance targets and determining incentive compensation. Our "core cash" measures are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. "Core cash" measures reflect only current period adjustments to GAAP as described below. Accordingly, the Company's "core cash" measures presentation does not represent another comprehensive basis of accounting. A more detailed discussion of the differences between GAAP and "core cash" measures follows.

1)

Securitization: Under GAAP, certain securitization transactions are accounted for as sales of assets. Under "core cash," we present all securitization transactions as long-term non-recourse financings. The upfront "gains" on sale from securitization as well as ongoing "servicing and securitization revenue" presented in accordance with GAAP are excluded from "core cash" and

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replaced by the interest income, provision for loan losses, and interest expense as they are earned or incurred on the securitized loans.

The following table summarizes the securitization adjustments for the quarters ended March 31, 2004, December 31, 2003 and March 31, 2003.

2)

Floor Income: The timing and amount (if any) of Floor Income earned is uncertain and in excess of expected spreads and, therefore, we exclude such income when it is not economically hedged from "core cash" measures. We employ derivatives, primarily Floor Income Contracts and futures, to economically hedge Floor Income. As discussed below under "Derivative Accounting," these derivatives do not qualify as effective accounting hedges and therefore are marked-to-market through the derivative market value adjustment. For "core cash" measures, we reverse the fair value adjustments on the Floor Income Contracts and futures economically hedging Floor Income and include the amortization of net premiums received (net of Eurodollar futures contracts' realized gains or losses) in income. Since we exclude Floor Income that is not economically hedged, we also exclude net settlements on derivative contracts, primarily payments on Floor Income Contracts, and certain gains and losses on derivatives and financial instruments that were economically hedging Floor Income. The following table summarizes the Floor Income adjustments for the quarters ended March 31, 2004, December 31, 2003 and March 31, 2003.

3)

Derivative Accounting: SFAS No. 133 requires that changes in the fair value of derivative instruments be recognized currently in earnings unless specific hedge accounting criteria, as specified by SFAS No. 133, are met. We believe that our derivatives are effective economic hedges and they are a critical element of our interest rate risk management strategy. However, under SFAS No. 133, some of our derivatives, primarily Floor Income Contracts, Eurodollar futures contracts, and certain basis swaps and equity forward contracts (discussed in detail below), do not qualify for "hedge treatment" and the stand-alone derivative must be marked-to-market in the income statement with no consideration for the corresponding change in fair value of the hedged item. The derivative market value adjustment is primarily caused by interest rate volatility and

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changing credit spreads during the period and the volume and term of derivatives not receiving hedge accounting treatment. "Core cash" earnings exclude the periodic unrealized gains and losses primarily caused by the one-sided derivative valuations, and recognize the economic effect of these hedges, which results in any cash paid or received being recognized ratably as an expense or revenue over the hedged item's life.

Our Floor Income Contracts are written options. SFAS No. 133's hedge criteria regarding effectiveness when using written options is more stringent than other hedging relationships. Because the paydown of principal of the student loans underlying the Floor Income embedded in those student loans does not exactly match the change in the notional amount of our written Floor Income Contracts, the written Floor Income Contracts do not qualify as effective hedges under SFAS No. 133. The Floor Income Contracts effectively fix the amount of Floor Income we will earn over the contract period, thus eliminating the timing and uncertainty associated with Floor Income for that period. Prior to SFAS No. 133, we accounted for Floor Income Contracts as hedges and amortized the upfront cash compensation ratably over the lives of the contracts. Under SFAS No. 133, the upfront payment is deemed a liability and changes in fair value are recorded through income throughout the life of the contract. The change in the value of Floor Income Contracts is caused by changing interest rates that cause the amount of Floor Income earned on the underlying student loans and transferred to the counterparties to vary. The change in the market value of the Floor Income Contracts is economically offset by the change in value of the student loan portfolio earning Floor Income, but that offsetting change in value is not recognized under SFAS No. 133.

Basis swaps are used to convert the floating rate debt from one interest rate index to another to match the interest rate characteristics of the assets financed by that debt. We primarily use basis swaps to change the index of our fixed rate and LIBOR-based debt to better match the cash flows of our student loan assets that are primarily indexed to commercial paper, Prime or the Treasury bill. SFAS No. 133 requires that the change in the cash flows of the hedge effectively offset both the change in the cash flows of the asset and the change in the cash flows of the liability. Our basis swaps hedge variable interest rate risk and do not meet this effectiveness test because student loans can earn at either a variable or a fixed interest rate depending on market interest rates. We also have basis swaps that do not meet the SFAS No. 133 effectiveness test that economically hedge off-balance sheet instruments. As a result, these swaps are recorded at fair value with subsequent changes in value reflected in the income statement.

Generally, a decrease in current interest rates and the respective forward interest rate curves results in an unrealized loss related to our written Floor Income Contracts and Eurodollar futures contracts. Related to our basis swaps, if the two underlying indexes (and related forward curve) do not move in parallel we will experience unrealized gains/losses.

Under SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," equity forward contracts that allow a net settlement option either in cash or the Company's stock are required to be accounted for in accordance with SFAS No. 133 as derivatives. As a result, we now account for our equity forward contracts as derivatives in accordance with SFAS No. 133 and mark them to market through earnings.

A recent interpretation of SFAS No. 133 requires net settlement income/expense on derivatives and realized gains/losses related to derivative dispositions ("realized derivative adjustments") that do not qualify as hedges under SFAS No. 133 to be included as realized gains and losses in the derivative market value adjustment on the income statement. As a result, the derivative market value adjustment includes both the unrealized changes in the fair value of our derivatives as well as the realized gains and losses related to derivative net settlements and dispositions. For "core cash" reporting purposes we have reclassified these payments from the derivative market value

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adjustment to the income statement line items of the economically hedged item. These reclassifications are summarized below in the table titled " 'Core Cash' Derivative Reclassifications."

The table below quantifies the adjustments for derivative accounting under SFAS No. 133 on our net income for the quarters ended March 31, 2004, December 31, 2003 and March 31, 2003, when compared with the accounting principles employed in all years prior to the SFAS No. 133 implementation.

4)

Other items: We exclude certain transactions that are not considered part of our core business, including amortization of acquired intangibles, as well as gains and losses on certain sales of securities.

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"Core Cash" Statements of Income

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
Managed interest income:
	Managed federally insured student loans		$	687		$	746		$	644
	Managed Private Credit Student Loans			114			99			99
	Academic facilities financings and other loans			18			18			20
	Investments			48			46			29
Total Managed interest income				867			909			792
Managed interest expense				434			427			419
Net Managed interest income				433			482			373
Less: provision for losses				45			26			32
Net Managed interest income after provision for losses				388			456			341
Other income:
	Guarantor servicing fees			35			27			35
	Debt management fees			80			69			59
	Other			59			96			53
Total other income				174			192			147
Operating expenses				202			248			173
Income before income taxes				360			400			315
Income taxes				129			115			112
"Core cash" net income				231			285			203
Preferred stock dividends				3			3			3
"Core cash" net income attributable to common stock			$	228		$	282		$	200
"Core cash" diluted earnings per common share			$	..51		$	..62		$	..43

        Income tax expense for the quarter ended December 31, 2003 includes the benefit of the favorable resolution of various tax matters.

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Reconciliation of GAAP Net Income to "Core Cash" Net Income

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
GAAP net income			$	291		$	264		$	417
"Core cash" adjustments:
	Net impact of securitization accounting			11			144			(265	)
	Net impact of Floor Income			61			3			37
	Net impact of derivative accounting			(99	)		(167	)		(115	)
	Amortization of acquired intangibles and other			7			9			15
Total "core cash" adjustments before income taxes				(20	)		(11	)		(328	)
Net tax effect (A)				(40	)		32			114
Total "core cash" adjustments				(60	)		21			(214	)
"Core cash" net income			$	231		$	285		$	203

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(A)

Such tax effect is generally based upon the Company's marginal tax rate for the respective period. The net tax effect results primarily from the exclusion of the permanent income tax impact of the equity forward contracts.

"Core Cash" Derivative Reclassifications

        As discussed above, a recent interpretation of SFAS No. 133 requires net settlement income/expense on derivatives and realized gains/losses on derivative dispositions ("realized derivative market value adjustment") that do not qualify as hedges under SFAS No. 133 to be included as realized gains and losses in the derivative market value adjustment on the income statement. For "core cash" reporting purposes we have reclassified these payments from the derivative market value adjustment to the income statement line items of the economically hedged item.

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
Reclassification of realized derivative market value adjustments:
	Payments on Floor Income Contracts reclassified to on-balance sheet student loan income		$	(109	)	$	(99	)	$	(118	)
	Payments on Floor Income Contracts reclassified to off-balance sheet student loan income			(58	)		(58	)		(36	)
	Net settlements on interest rate swaps reclassified to on-balance sheet interest expense			12			10			12
	Net settlements on interest rate swaps reclassified to off-balance sheet interest expense			(13	)		(16	)		(15	)
	Realized gain/loss on closed Eurodollar futures contracts and terminated derivative contracts			(48	)		(8	)		(77	)
Total reclassifications of derivative net settlements			$	(216	)	$	(171	)	$	(234	)

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"Core Cash" Student Loan Spread

        The following table analyzes the reported earnings from our portfolio of Managed student loans, which includes loans both on-balance sheet and off-balance sheet in securitization trusts and excludes Floor Income.

Student Loan Spread Analysis

        The decrease in the first quarter of 2004 student loan spread versus the prior quarter is primarily due to the changes in estimates in the fourth quarter of 2003 discussed below. Exclusive of these fourth quarter 2003 changes in estimates, the first quarter spread was negatively impacted by higher spreads on our debt funding student loans and the increase in the average balance of Consolidation Loans as a percentage of the Managed portfolio. The increase in the spread to the index on our debt is due to the replacement of lower cost GSE funding with non-GSE funding in connection with the GSE Wind-Down. GSE debt generally has lower credit spreads than non-GSE funding sources and our non-GSE liabilities are significantly longer in duration than our GSE liabilities. Also, we use higher cost, longer-term debt to fund Consolidation Loans.

        Consolidation Loans have lower spreads than other FFELP loans due to the 105 basis point Consolidation Loan Rebate Fee. The negative effect of this fee is partially offset by the absence of the 30 basis point Offset Fee on GSE student loans, higher SAP yield and lower student loan premium amortization discussed below. As long as interest rates remain at historically low levels and absent a program change in the next HEA reauthorization, we expect Consolidation Loans to be actively marketed by the student loan industry and remain an attractive refinancing option for borrowers, resulting in Consolidation Loans representing an increasing percentage of our federally guaranteed student loan portfolio.

        These negatives were offset by the increase in the average balance of Managed Private Credit Student Loans as a percentage of the average Managed student loan portfolio from 8 percent in the first quarter 2003 to 10 percent in the first quarter 2004, by higher amortization of upfront premiums received on Floor Income Contracts, and by changes in premium amortization estimates from Consolidation Loan activity in the first quarter of 2004. Private Credit Student Loans are subject to credit risk and therefore earn higher spreads which averaged 4.50 percent in the first quarter of 2004 before an estimate adjustment that extended the term of the loans and lowered discount amortization as discussed below for the Managed Private Credit Student Loan portfolio versus a spread of

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1.54 percent for the Managed guaranteed student loan portfolio before Floor Income and estimate adjustments. The increase in the amortization of the upfront premiums was due to the increase in Floor Income Contracts outstanding. There were also lower borrower benefits in the first quarter 2004 due to the reduction in our estimate of the number of borrowers who qualify for the benefit.

        Under SFAS No. 91 "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases," when actual Consolidation Loan activity differs from predicted results we must adjust the premium balance from inception to reflect the new term of the loan portfolio. In the first quarter of 2004, the pace of Consolidation Loan activity was higher than predicted resulting in lower than expected premium amortization. Additionally, the overall longer amortization terms from Consolidation Loans decreased the first quarter 2004 premium amortization as the average balance of Consolidation Loans grew as a percentage of the average Managed FFELP student loan portfolio from 36 percent in the first quarter of 2003 to 44 percent in first quarter of 2004. Additionally, based on further analysis of student loans in our trust portfolios, and Private Credit Student Loans, we increased the term for amortizing premiums and discounts related to those loans. The net effect of these items lowered premium amortization expense by $16 million.

Estimates of Premium and Origination Fee Amortization and Borrower Benefits

        When we consolidate an on-balance sheet FFELP Stafford loan, the term of the loan is extended and the amortization of the premium is likewise extended to match the new term of the loan. Conversely, if an on-balance sheet FFELP Stafford student loan consolidates with another lender, it is treated as a prepayment. We calculate a Constant Prepayment Rate ("CPR") to estimate the effect of term extensions and prepayments on the average life of the student loan portfolio, which is then used to calculate premium amortization.

        In the fourth quarter of 2003, we updated our estimate of the CPR to reflect the effect of the high rate of Consolidation Loan activity on estimates for capitalizing and amortizing student loan premiums and discounts under SFAS No. 91. In response to the increase in Consolidation Loan activity, we decreased the CPR for FFELP Stafford loans to reflect the extension of the term of these loans when consolidated, which increased the unamortized student loan premium and decreased premium amortization. At the same time, we increased the CPR for the Consolidation Loan portfolio, which had the opposite effect on the premium balance and premium amortization. The net effect of this activity was a $51 million estimate adjustment in the fourth quarter of 2003 to increase the unamortized student loan premium and reduce current period amortization expense for the Managed portfolio.

        In the fourth quarter of 2003, we also projected that our Private Credit Student Loan portfolio is amortizing slower than previously anticipated and we therefore increased the average term of Private Credit Student Loans in connection with the calculation of the amortization of the student loan discount. This resulted in a $23 million estimate adjustment to increase the balance of the unamortized student loan discount and to decrease current period discount amortization.

        The net effect of these estimate updates was a decrease in premium amortization of $28 million or a 13 basis point increase in the fourth quarter of 2003 student loan spread.

        The $51 million fourth quarter 2003 increase in the Managed student loan premium from Consolidation Loan activity versus the $19 million decrease in the on-balance sheet premium was primarily due to Consolidation Loans constituting 59 percent of the average on-balance sheet FFELP portfolio versus 42 percent of the average Managed portfolio. Plus, the portfolio of FFELP Stafford loans on-balance sheet includes a greater percentage of newly acquired loans that have had little amortization and, as a result, any adjustment to reflect changes in estimates would be much less if all other factors remained equal.

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        Consolidation Loan activity also affects the effective interest calculation of our borrower benefits programs. When a student loan consolidates, the borrower is no longer eligible for the FFELP Stafford borrower benefit, but is eligible for a lower Consolidation Loan benefit. Based on higher projected rates of consolidation, we reduced our fourth quarter 2003 estimate of the number of borrowers who eventually qualify for FFELP Stafford borrower benefits. This change in estimate resulted in a $39 million estimate adjustment in the fourth quarter of 2003 to reduce the estimated borrower benefit liability and increase student loan income.

Allowance for Private Credit Student Loan Losses—Managed Basis

        The allowance for Private Credit Student Loan losses is an estimate of losses in the portfolio at the balance sheet date that will be charged off in subsequent periods. We estimate our losses using historical data from our Private Credit Student Loan portfolios, extrapolations of FFELP loan loss data, current trends and relevant industry information. As our Private Credit Student Loan portfolios continue to mature, more reliance is placed on our own historic Private Credit Student Loan charge-off and recovery data. Accordingly, during the fourth quarter of 2003, we revised our expected default assumptions to further align the allowance estimate with our collection experience and the terms and policies of the individual Private Credit Student Loan programs. We use this data in internally developed models to estimate the amount of losses, net of subsequent collections, projected to occur in the Private Credit Student Loan portfolios.

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        An analysis of our Managed allowance for loan losses for Private Credit Student Loans for the quarters ended March 31, 2004, December 31, 2003, and March 31, 2003 is presented in the following table.

			Quarters ended
			March 31, 2004			December 31, 2003			March 31, 2003
Managed Private Credit allowance balance at beginning of period			$	259		$	252		$	194
Provision for Managed Private Credit Student Loan losses				37			29			32
Other				—			—			7
Charge-offs:
	Managed Private Credit Student Loans			(26	)		(25	)		(17	)
	Managed Private Credit recoveries			2			3			2
Total charge-offs, net of recoveries				(24	)		(22	)		(15	)
Managed Private Credit allowance balance at end of period			$	272		$	259		$	218
Net Managed Private Credit charge-offs as a percentage of average Managed Private Credit Student Loans (annualized)				1.03	%		1.06	%		.94	%
Net Managed Private Credit charge-offs as a percentage of average Managed Private Credit Student Loans in repayment (annualized)				2.16	%		2.20	%		1.78	%
Managed Private Credit allowance as a percentage of average Managed Private Credit Student Loans				2.98	%		3.12	%		3.44	%
Managed Private Credit allowance as a percentage of the ending balance of Managed Private Credit Student Loans				2.90	%		3.02	%		3.24	%
Managed Private Credit allowance as a percentage of Managed Private Credit Student Loans in repayment				6.16	%		5.98	%		6.39	%
Average balance of Managed Private Credit Student Loans			$	9,142		$	8,292		$	6,323
Ending balance of Managed Private Credit Student Loans			$	9,408		$	8,563		$	6,716
Average balance of Managed Private Credit Student Loans in repayment			$	4,376		$	4,007		$	3,354
Ending balance of Managed Private Credit Student Loans in repayment			$	4,422		$	4,329		$	3,410

        The increase in the Managed provision for Private Credit Student Loans for the first quarter of 2004 versus the prior quarter is mainly due to the increase of Private Credit Loans entering repayment and to the revision of our default assumptions in the fourth quarter of 2003.

Delinquencies—Managed Basis

        The table below shows our Private Credit Student Loan delinquency trends at March 31, 2004, December 31, 2003, and March 31, 2003 on a Managed Basis. Delinquencies have the potential to adversely impact earnings if the account charges off and results in increased servicing and collection costs.

        Loans in forbearance status increased from 10 percent of loans in repayment and forbearance status at December 31, 2003 to 12 percent of loans in repayment and forbearance status at March 31, 2004. The increase is primarily due to seasonality. Borrowers graduating in the spring of 2003 are in the early stages of loan repayment which is the time borrowers are most likely to request a temporary forbearance. The ratio at March 31, 2003 was 11 percent. The increase over the year ago period is due to a temporary spike in forbearances granted on career training loans during a loan system conversion. The career training ratio has been gradually declining but is not yet back down to the March 31, 2003

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level. For all other categories of Private Credit Student Loans, the forbearance ratio decreased when compared to March 31, 2003.

			March 31, 2004					December 31, 2003					March 31, 2003
			Balance			%		Balance			%		Balance			%
Loans in-school/grace/deferment(1)			$	4,386				$	3,752				$	2,892
Loans in forbearance(2)				600					482					414
Loans in repayment and percentage of each status:
	Loans current			4,090		92	%		3,980		92	%		3,118		91	%
	Loans delinquent 30-59 days(3)			126		3			151		3			136		4
	Loans delinquent 60-89 days			82		2			75		2			72		2
	Loans delinquent 90 days or greater			124		3			123		3			84		3
	Total Managed Private Credit Student Loans in repayment			4,422		100	%		4,329		100	%		3,410		100	%
Total Managed Private Credit Student Loans				9,408					8,563					6,716
Managed Private Credit Student Loan allowance for losses				(272	)				(259	)				(218	)
Managed Private Credit Student Loans, net			$	9,136				$	8,304				$	6,498
Percentage of Managed Private Credit Student Loans in repayment				47	%				51	%				51	%
Delinquencies as a percentage of Managed Private Credit Student Loans in repayment				8	%				8	%				9	%

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⁽¹⁾

Loans for borrowers who still may be attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation.

⁽²⁾

Loans for borrowers who have temporarily ceased making full payments due to hardship or other factors, consistent with the established loan program servicing procedures and policies. Additionally, the forbearance balance at March 31, 2004 and December 31, 2003 included $7 million and $9 million, respectively, of career training loans in "closed school" status.

⁽³⁾

The period of delinquency is based on the number of days scheduled payments are contractually past due.

"Core Cash" Operating Expenses

        First quarter operating expenses were $202 million versus $173 million in the year-ago quarter and $248 million in the fourth quarter of 2003. The decrease in operating expenses versus the prior quarter was primarily due to a $40 million contribution to the Sallie Mae Fund in the fourth quarter of 2003 and to seasonal factors. The increase in operating expenses versus the year-ago quarter can mainly be attributed to an increase in operating expenses related to the acquisition of Academic Management Services Corp. in the fourth quarter of 2003, an increase in mortgage operating expenses due to the acquisition of Pioneer Mortgage in the second quarter of 2003, increased servicing and debt management expenses consistent with the growth in borrowers and the growth in the debt management business, and the write-off of capitalized software. In addition, in the first quarter of 2003, we recognized $9 million for servicing adjustments related to an under-billing error. Student loan servicing expenses as a percentage of the average balance of student loans serviced was .15 percent and .16 percent for the quarters ended March 31, 2004 and 2003, respectively.

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SLM CORPORATION SUPPLEMENTAL FINANCIAL INFORMATION FIRST QUARTER 2004 (Dollars in millions, except per share amounts)