UNITED STATES

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~~Report (Date of earliest event reported): February 13, 2009

SLC Student Loan Trust 2009-1

(Issuing Entity)

The Student Loan Corporation

(Exact Name of Sponsor as Specified in its Charter)

SLC Student Loan Receivables I, Inc.

(Exact Name of Registrant and Depositor as Specified in its Charter)

Delaware

333-141134-05

04-3598719

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

750 Washington Boulevard, 9^th Floor

Stamford, Connecticut 06901

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (203) 975-6923

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~McKee~~Closing ~~Nelson~~of ~~LLP~~SLC ~~has~~Student ~~been~~Loan ~~retained~~Trust ~~by this Registrant as counsel for its Registration Statement on Form S~~2009-~~3 (Commission File No. 333-141134) in connection with various transactions. Legal opinions by McKee Nelson LLP to be incorporated into the Registration Statement are attached hereto as Exhibit 5.~~1 ~~and Exhibit 8~~transaction.1.

~~Item~~On 9February 13, 2009, SLC Student Loan Receivables I, Inc.~~01. Financial~~ ~~Statements~~(the “Depositor”) and ~~Exhibits~~Wilmington Trust Company (the “Owner Trustee”) executed and delivered the Amended and Restated Trust Agreement, dated as of February 13, 2009 (the “Trust Agreement”), which amended and restated the Short-Form Trust Agreement, dated as of February 3, 2009, between the Depositor and the Owner Trustee, pursuant to which SLC Student Loan Trust 2009-1 (the “Trust”) was formed.

(On February 13, 2009, The Student Loan Corporation, a Delaware corporation (“SLC”), the Depositor, Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of SLC (in such capacity, the “Seller Eligible Lender Trustee”) under the Trust Agreement, dated as of August 30, 2003, between SLC and the Seller Eligible Lender Trustee, and Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of the Depositor (in such capacity, the “Depositor Eligible Lender Trustee”) under the Eligible Lender Trust Agreement, dated as of February 13, 2009 (the “Depositor Eligible Lender Trust Agreement”), between the Depositor and the Depositor Eligible Lender Trustee, executed and delivered the Master Terms Purchase Agreement, dated as of February 13, 2009 (together with the related purchase agreement and other agreements thereunder, the “Purchase Agreement”), pursuant to which certain Federal Family Education Loan Program student loans (the “Trust Student Loans”) were sold by SLC (and with respect to legal title, the Seller Eligible Lender Trustee on behalf of SLC) to the Depositor (and with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Depositor). On February 13, 2009, the Depositor, the Trust, the Depositor Eligible Lender Trustee and Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of the Trust (in such capacity, the “Trust Eligible Lender Trustee”) under the Eligible Lender Trust Agreement, dated as of February 13, 2009 (the “Trust Eligible Lender Trust Agreement”), between the Trust and the Trust Eligible Lender Trustee, executed and delivered the Master Terms Sale Agreement, dated as of February 13, 2009 (together with the related sale agreement and other agreements thereunder, the “Sale Agreement”), pursuant to which the Trust Student Loans were sold by the Depositor (and with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Depositor) to the Trust (and with respect to legal title, the Trust Eligible Lender Trustee on behalf of the Trust).

~~Not~~On ~~applicable~~February 13, 2009, the Trust issued its Student Loan Asset-Backed Notes in the following class designations: Class A-1 and Class A-2, having an aggregate principal amount of $547,000,000 (collectively, the “Notes”). The Notes were issued pursuant to the Indenture, dated as of February 13, 2009 (the “Indenture”) among the Trust, the Trust Eligible Lender Trustee, U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and Citibank, N.A., as indenture administrator (the “Indenture Administrator”). The Notes were sold to Citigroup Global Markets Inc., as underwriter (the “Underwriter”) pursuant to the Underwriting Agreement, dated as of February 3, 2009 (the “Underwriting Agreement”), among the Trust, SLC and the Underwriter.

In addition to the Trust Agreement, the Depositor Eligible Lender Trust Agreement, the Purchase Agreement, the Trust Eligible Lender Trust Agreement, the Sale Agreement, the Indenture and the Underwriting Agreement, in connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Administration Agreement, dated as of February 13, 2009 (the “Administration Agreement”), among the Trust, SLC, as administrator (in such capacity, the “Administrator”), SLC, as servicer (in such capacity, the “Servicer”) and the Depositor, pursuant to which the Administrator has agreed to act as administrator of the Trust, (b) the Sub-Administration Agreement, dated as of February 13, 2009, between CitiMortgage, Inc. (the “Sub-Administrator”) and the Administrator, pursuant to which the Sub-Administrator has agreed to perform certain duties of the Administrator under the Administration Agreement, (c) the Servicing Agreement, dated as of February 13, 2009 (the “Servicing Agreement”), among the Servicer, the Administrator and the Trust, pursuant to which the Servicer has agreed to service the Trust Student Loans, (d) the Subservicing Agreement, dated as of February 13, 2009 (the “Subservicing Agreement”), between Citibank (South Dakota), National Association (in such capacity, the “Subservicer”) and the Servicer, pursuant to which the Subservicer has agreed to act as subservicer with respect to the Trust Student Loans and (e) the Custody Agreement, dated as of February 13, 2009 (the “Custody Agreement”), among Citibank (South Dakota), National Association (in such capacity, the “Custodian”), the Servicer, the Trust, the Trust Eligible Lender Trustee and the Indenture Trustee, pursuant to which the Custodian has agreed to act as custodian of certain student loan notes and other related documents related to the Trust Student Loans.

~~Not~~Item ~~applicable~~2.01. Completion of Acquisition or Disposition of Assets.

The Trust used the net proceeds of the sale of the Notes to purchase the Trust Student Loans pursuant to the Sale Agreement.

Item 9.01. Financial Statements and Exhibits.

(c)

Not applicable.

(d)

Exhibits:

5Exhibit 1.1

~~Opinion~~Underwriting ofAgreement, ~~McKee~~dated ~~Nelson~~as ~~LLP~~of asFebruary to3, ~~legality~~2009, ~~(including~~among ~~consent~~the ofTrust, ~~such~~SLC ~~firm)~~and the Underwriter.

8Exhibit 4.1

~~Opinion~~Indenture, dated as of ~~McKee~~February ~~Nelson~~13, ~~LLP~~2009, asamong tothe ~~certain~~Trust, ~~tax~~the ~~matters~~Trust ~~(including~~Eligible ~~consent~~Lender ofTrustee, ~~such~~the ~~firm)~~Indenture Trustee and the Indenture Administrator.

23Exhibit 4.13

~~Consent~~Amended ofand ~~McKee~~Restated ~~Nelson~~Trust ~~LLP~~Agreement, ~~(included~~dated inas ~~Exhibit~~of ~~5.1~~February 13, 2009, between the Depositor and ~~Exhibit~~the 8Owner Trustee.~~1).~~

Exhibit 4.4

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Depositor and the Depositor Eligible Lender Trustee.

Exhibit 4.5

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Trust and the Trust Eligible Lender Trustee.

Exhibit 5.2

Opinion of Richards, Layton, & Finger, P.A., dated as of February 13, 2009, with respect to due authorization, execution and delivery of the Notes.

Exhibit 99.1

Master Terms Purchase Agreement, dated as of February 13, 2009, among SLC, as seller, the Seller Eligible Lender Trustee, the Depositor, as purchaser, and the Depositor Eligible Lender Trustee.

Exhibit 99.2

Master Terms Sale Agreement, dated as of February 13, 2009, between the Depositor, as seller, the Depositor Eligible Lender Trustee, the Trust, as purchaser and the Trust Eligible Lender Trustee.

Exhibit 99.3

Servicing Agreement, dated as of February 13, 2009, among the Trust, the Servicer and the Administrator.

Exhibit 99.4

Subservicing Agreement, dated as of February 13, 2009, between the Subservicer and the Servicer.

Exhibit 99.5

Administration Agreement, dated as of February 13, 2009, among the Trust, the Depositor, the Servicer and the Administrator.

Exhibit 99.6

Sub-Administration Agreement, dated as of February 13, 2009, between the Administrator and the Sub-Administrator.

Exhibit 99.7

Custody Agreement, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Servicer, the Indenture Trustee and the Custodian.

SIGNATURES

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

SLC Student Loan Receivables I, Inc.

By:

/s/ Bradley Svalberg________

Name:

Bradley Svalberg

Title:

Treasurer

Dated: February 13, 2009

EXHIBIT INDEX

Exhibit No.

Description

51.1

~~Opinion~~Underwriting ofAgreement, ~~McKee~~dated ~~Nelson~~as ~~LLP~~of asFebruary to13, ~~legality~~2009, ~~(including~~among ~~consent~~the ofTrust, ~~such~~SLC ~~firm)~~and the Underwriter.

84.1

234.13

4.4

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Depositor and the Depositor Eligible Lender Trustee.

4.5

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Trust and the Trust Eligible Lender Trustee.

5.2

Opinion of Richards, Layton, & Finger, P.A., dated as of February 13, 2009, with respect to due authorization, execution and delivery of the Notes.

99.1

Master Terms Purchase Agreement, dated as of February 13, 2009, among SLC, as seller, the Seller Eligible Lender Trustee, the Depositor, as purchaser, and the Depositor Eligible Lender Trustee.

99.2

Master Terms Sale Agreement, dated as of February 13, 2009, between the Depositor, as seller, the Depositor Eligible Lender Trustee, the Trust, as purchaser and the Trust Eligible Lender Trustee.

99.3

Servicing Agreement, dated as of February 13, 2009, among the Trust, the Servicer and the Administrator.

99.4

Subservicing Agreement, dated as of February 13, 2009, between the Subservicer and the Servicer.

99.5

Administration Agreement, dated as of February 13, 2009, among the Trust, the Depositor, the Servicer and the Administrator.

99.6

Sub-Administration Agreement, dated as of February 13, 2009, between the Administrator and the Sub-Administrator.

99.7

Custody Agreement, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Servicer, the Indenture Trustee and the Custodian.

Filing Compare · SLC Student Loan Trust 2009-1