Pricing Supplement No. 2 dated July 12, 2005
(to Prospectus dated January 5, 2005
and Prospectus Supplement dated June 9, 2005)
  Filed under Rule 424(b)(3)
File No. 333-107132

SLM Corporation
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue



Principal Amount:

$1,250,000,000

 

Floating Rate Notes:

o

 

Fixed Rate Notes:

ý


Original Issue Date:

July 19, 2005

 

Closing Date: July 19, 2005

 

CUSIP Number:

78442F DP 0


Maturity Date:

July 26, 2010

 

Option to Extend Maturity:

ý No
o Yes

 

Specified Currency:

U.S. Dollars

 

 

 

If Yes, Final Maturity Date:

 

 

 

 


Redeemable the option of the Company:   ý No   Redemption Price: Not Applicable.

    o Yes   Redemption Dates: Not Applicable.

Repayment at the option of the Holder:   ý No   Repayment Price: Not Applicable.

    o Yes   Repayment Dates: Not Applicable.


Applicable to Fixed Rate Notes Only:    


Interest Rate:

 

4.500%.

 

Interest Payment Dates:

 

Each January 26th and July 26th during the term of the Notes, beginning January 26, 2006, subject to adjustment in accordance with the following business day convention.


Interest Accrual Method:

 

30/360

 

Interest Periods:

 

Except for the inital Interest Period, which begins on the Closing Date and ends on January 25, 2006, from and including the previous January 26th or July 26th, as the case may be, to and including the next succeeding July 25th or January 25th, as the case may be, with no adjustment to period end dates for accrual purposes.

Bank of America Securities LLC   Citigroup   Merrill Lynch & Co
Joint Book-Running Managers

Barclays Capital
Credit Suisse First Boston
HSBC
      Lehman Brothers
UBS Investment Bank
Wachovia Securities
Co-Managers

July 12, 2005



Form:

Book-entry.

Denominations:

$1,000 minimum and integral multiples of $1,000 in excess thereof.

Trustee:

JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank and The Chase Manhattan Bank.

Agent:

The following agents are acting as underwriters in connection with this issuance.

 


Agents


 

Principal Amount of Notes


 

Banc of America Securities LLC

 

$

333,334,000.00
  Citigroup Global Markets Inc.     333,333,000.00
  Merrill Lynch, Pierce, Fenner & Smith Incorporated     333,333,000.00
  Barclays Capital Inc.     41,667,000.00
  Credit Suisse First Boston LLC     41,667,000.00
  HSBC Securities (USA) Inc.     41,667,000.00
  Lehman Brothers Inc.     41,667,000.00
  UBS Securities LLC     41,666,000.00
  Wachovia Capital Markets, LLC     41,666,000.00
     
              Total   $ 1,250,000,000.00

Issue Price:

99.719%.

Agent's Commission:

0.35%.

Net Proceeds:

$1,242,112,500.

Concession:

0.200%.

Reallowance:

0.175%.

CUSIP Number:

78442F DP 0.

ISIN Number:

US78442FDP09.

An affiliate of one of the underwriters has entered into a swap transaction with the issuer in connection with the Notes and may have received compensation in connection with that transaction.

Obligations of SLM Corporation and any subsidiary of SLM Corporation are not guaranteed
by the full faith and credit of the United States of America. Neither SLM Corporation
nor any subsidiary of SLM Corporation is a government-sponsored enterprise
or an instrumentality of the United States of America.

MTN 0108