SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DIEFENDERFER WILLIAM M III

(Last)

(First)

(Middle)

12061 BLUEMONT WAY

(Street)

RESTON

20190

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

4. If Amendment, Date of 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

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	11/21/2006		M		2,795	A	$14.4375	55,519	D
Common Stock	11/21/2006		F		869	D	$46.45	54,650	D
Common Stock	11/21/2006		S		841	D	$46.61	53,809	D
Common Stock	11/21/2006		M		7,719	A	$19.1875	61,528	D
Common Stock	11/21/2006		S		2,000	D	$46.6	59,528	D
Common Stock	11/21/2006		S		2,674	D	$46.61	56,854	D
Common Stock	11/21/2006		S		500	D	$46.62	56,354	D
Common Stock	11/21/2006		M		13,842	A	$19.1875	70,196	D
Common Stock	11/21/2006		S		2,200	D	$46.54	67,996	D
Common Stock	11/21/2006		S		400	D	$46.55	67,596	D
Common Stock	11/21/2006		S		5,400	D	$46.56	62,196	D
Common Stock	11/21/2006		S		1,277	D	$46.57	60,919	D
Common Stock	11/21/2006		M		15,063	A	$24.1266	75,982	D
Common Stock	11/21/2006		S		10,700	D	$46.48	65,282	D
Common Stock	11/21/2006		S		299	D	$46.53	64,983	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$19.1875	11/21/2006		M			7,719	11/01/2001	11/21/2007	Common Stock	7,719	$0	0.0000	D
Stock Option (Right to Buy)	$14.4375	11/21/2006		M			2,795	⁽¹⁾	05/20/2009	Common Stock	2,795	$0	0.0000	D
Stock Option (Right to Buy)	$19.1875	11/21/2006		M			13,842	11/01/2001	05/20/2009	Common Stock	13,842	$0	0.0000	D
Stock Option (Right to Buy)	$24.1266	11/21/2006		M			15,063	02/21/2002	05/20/2009	Common Stock	15,063	$0	0.0000	D
Stock Option (Right to Buy)	$46.28	11/21/2006		A		869		11/21/2007	05/20/2009	Common Stock	869	$0	869	D

Explanation of Responses:

1. 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 (November 21, 2005 and May 20, 2007, respectively) subject to terms regarding the reporting person's continued service with the Company.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: Mary F. Eure (POA)	11/21/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.