Edgar Filing: AUTOR ROBERT

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AUTOR ROBERT

2. Issuer Name and Ticker or Trading Symbol
SLM CORP [SLM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

12061 BLUEMONT WAY

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006

(Street)

RESTON, VA 20190

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2006		A		5,000 ⁽¹⁾	A	$ 0	95,607	D
Common Stock	01/26/2006		A		2,378	A	$ 55.82	97,985	D
Common Stock	01/26/2006		M		4,956	A	$ 20.1666	102,941	D
Common Stock	01/26/2006		M		4,596	A	$ 21.75	107,537	D
Common Stock	01/26/2006		M		2,838	A	$ 35.2	110,375	D
Common Stock	01/26/2006		M		2,640	A	$ 37.87	113,015	D
Common Stock	01/26/2006		F		7,186	D	$ 55.65	105,829	D
Common Stock	01/26/2006		M		60,000	A	$ 14.4375	165,829	D
Common Stock	01/26/2006		F		32,376	D	$ 55.65	133,453	D
Common Stock	01/26/2006		S		399	D	$ 56.21	133,054	D
Common Stock	01/26/2006		S		500	D	$ 56.18	132,554	D
Common Stock	01/26/2006		S		100	D	$ 56.2	132,454	D
Common Stock	01/26/2006		S		1,500	D	$ 56.19	130,954	D
Common Stock	01/26/2006		S		5,300	D	$ 56.18	125,654	D
Common Stock	01/26/2006		S		600	D	$ 56.17	125,054	D
Common Stock	01/26/2006		S		700	D	$ 56.15	124,354	D
Common Stock	01/26/2006		S		400	D	$ 56.13	123,954	D
Common Stock	01/26/2006		S		3,700	D	$ 56.12	120,254	D
Common Stock	01/26/2006		S		2,500	D	$ 56.11	117,754	D
Common Stock	01/26/2006		S		800	D	$ 56.1	116,954	D
Common Stock	01/26/2006		S		6,200	D	$ 56.09	110,754	D
Common Stock	01/26/2006		S		2,600	D	$ 56.08	108,154	D
Common Stock	01/26/2006		S		500	D	$ 56.06	107,654	D
Common Stock	01/28/2006		F		2,452	D	$ 56.83	105,202	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 14.4375

01/26/2006

60,000

⁽²⁾

05/20/2009

Common Stock

60,000

$ 0

Stock Option (Right to Buy)

$ 55.82

01/26/2006

15,567

01/26/2007

05/20/2009

Common Stock

15,567

$ 0

15,567

Stock Option (Right to Buy)

$ 20.1666

01/26/2006

4,956

⁽³⁾

01/15/2011

Common Stock

4,956

$ 20.1666

25,044

Stock Option (Right to Buy)

$ 21.75

01/26/2006

4,596

⁽⁴⁾

05/10/2011

Common Stock

4,596

$ 21.75

25,404

Stock Option (Right to Buy)

$ 35.2

01/26/2006

2,838

⁽⁵⁾

01/28/2013

Common Stock

2,838

$ 35.2

72,162

Stock Option (Right to Buy)

$ 37.87

01/26/2006

2,640

⁽⁶⁾

01/29/2014

Common Stock

2,640

$ 37.87

17,360

Stock Option (Right to Buy)

$ 55.82

01/26/2006

25,000

⁽⁷⁾

01/26/2016

Common Stock

25,000

$ 0

25,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AUTOR ROBERT 12061 BLUEMONT WAY RESTON, VA 20190			Executive Vice President

Signatures

By: Mary F. Eure (POA)		01/28/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares of Restricted Stock vest upon the later of the achievement of specific performance targets and a specified date.
(2)	The options become exercisable in increments of one-third; one-third becomes exercisable on the date of the grant, one-third upon the Company's common stock having a closing price on the New York Stock Exchange of $19.05 and $23.81, respectively, for five trading days, they also become exercisable on the eighth anniversary of the grant (May 20, 2007) subject to terms regarding the reporting person's continued service with the Company.
(3)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $24.20 for five trading days, they also become exercisable on the fifth anniversary of the grant (January 15, 2006), but not sooner than one year from the grant date.
(4)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $26.09 for five trading days, they also become exercisable on the fifth anniversary of the grant (May 10, 2006), but not sooner than one year from the grant date.
(5)	These options become exercisable upon (1) the Company's common stock having a closing price on the New York Stock Exchange of $42.24 for five trading days or (2) the Director's election to the SLM Corporation Board at the 2003 annual shareholder meeting, whichever is later. These options also become exercisable on the fifth anniversary of the grant (January 28, 2008).
(6)	These options become exercisable upon (1) the Company's common stock having a closing price on the New York Stock Exchange of $45.44 for five trading days or (2) the Director's election to the SLM Corporation Board at the 2004 annual shareholder meeting, whichever is later. These options also become exercisable on the fifth anniversary of the grant (January 29, 2009).
(7)	These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $66.98, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 26, 2014), but no sooner than one year from the grant date.

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