<PAGE>   1


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998       

                                                       REGISTRATION NO. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SLM HOLDING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                           52-2013874
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                           Identification No.)
       11600 SALLIE MAE DRIVE

             RESTON, VA                                            20193
  (Address of Principal Executive                                (Zip Code)
              Office)

               SLM HOLDING CORPORATION EMPLOYEE STOCK OPTION PLAN
                  SLM HOLDING CORPORATION DIRECTORS STOCK PLAN
                           (Full Titles of the Plans)

                                MARIANNE M. KELER
                                 GENERAL COUNSEL
                             SLM HOLDING CORPORATION
                             11600 SALLIE MAE DRIVE
                                RESTON, VA 20193
                     (Name and address of Agent for Service)

                                 (703) 810-3000
          (Telephone Number, including area code, of Agent for Service)

                                   Copies to:

                                RONALD O. MUELLER
                           GIBSON, DUNN & CRUTCHER LLP
                    1050 CONNECTICUT AVENUE, N.W., SUITE 900
                             WASHINGTON, D.C. 20036




<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                     PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
     TITLE OF EACH CLASS OF         AMOUNT TO BE    PER UNIT OFFERING       AGGREGATE        REGISTRATION
   SECURITIES TO BE REGISTERED      REGISTERED(1)        PRICE(2)         OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------

<S>                                  <C>                  <C>             <C>                  <C>        
Common Stock, par value $0.20 
per share                            11,132,800           $38.8125        $432,091,800.00      $127,467.08
============================================================================================================
</TABLE>

(1) Takes into account a 7 for 2 stock split, effective as of January 2, 1998.
    Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.

(2) Pursuant to Rule 457(c), the price of the Common Stock is based on the
    average of the high and low prices for the Common Stock of $38.8125, as
    reported by the New York Stock Exchange on January 12, 1998.


<PAGE>   2


                                     PART I

ITEM 1. PLAN INFORMATION.

   Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

        (1)    the Registrant's Registration Statement on Form S-4 (File No.
               333-21217) as filed with the Commission on July 25, 1997, as
               amended, which includes the balance sheet of the Registrant dated
               February 3, 1997 and the consolidated financial statements of the
               Student Loan Marketing Association for the year ended December
               31, 1996;

        (2)    the Registrant's quarterly reports on Form 10-Q: (i) for the
               quarter ended March 31, 1997, filed on May 27, 1997; (ii) for the
               quarter ended June 30, 1997, filed on August 6, 1997; and (iii)
               for the quarter ended September 30, 1997, filed on November 14,
               1997; and

        (3)    the description of the Common Stock set forth under the caption
               "Description of Registrant's Securities to be Registered" in the
               Registrant's Registration Statement on Form 8-A dated August 7,
               1997, together with any amendment or report filed with the
               Commission for the purpose of updating such description.

   All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents.

   Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.


                                       2
<PAGE>   3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Article VIII of the Registrant's By-Laws provides for indemnification of the
officers and directors of SLM Holding Corporation to the fullest extent
permitted by applicable law. Section 145 of the Delaware General Corporation Law
provides, in relevant part, that a corporation organized under the laws of
Delaware shall have the power, and in certain cases the obligation, to indemnify
any person who was or is a party or is threatened to be made a party to any suit
or proceeding because such person is or was a director, officer, employee or
agent of the corporation or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
against all costs actually and reasonably incurred by him in connection with
such suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, he had no reason to believe his conduct
was unlawful. Similar indemnity is permitted to be provided to such persons in
connection with an action or suit by or in right of the corporation, provided
such person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further (unless a
court of competent jurisdiction otherwise determines) that such person shall not
have been adjudged liable to the corporation.

   The directors and officers of the Registrant and its subsidiaries will be
covered by a policy of insurance under which they will be insured, within the
limits and subject to certain limitations, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings in which they are parties by reason of being or having been
directors or officers.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
                EXHIBIT NUMBER                         DESCRIPTION
                --------------                         -----------
               <S>                    <C>
                       5              Opinion of Gibson, Dunn & Crutcher LLP.

                    23.1(a)           Consent of Independent Auditors (Ernst &Young LLP)

                     23.2             Consent of Gibson, Dunn & Crutcher LLP (included in
                                      Exhibit 5).
</TABLE>



                                       3
<PAGE>   4


ITEM 9. UNDERTAKINGS.

   (a)  The undersigned Registrant hereby undertakes:

   (1)To file, during any period in which offers or sales are being made, a
      post-effective amendment to this Registration Statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the Registration Statement or any material change
      to such information in the Registration Statement;

   (2)That, for the purpose of determining any liability under the Securities
      Act, each such post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

   (3)To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unsold at the termination of
      the offering.

   (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

   (c)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       4
<PAGE>   5


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, Commonwealth of Virginia, on this 16th day of
January, 1998.

                                            SLM HOLDING CORPORATION

                                            By: /s/ Albert L. Lord
                                                --------------------------
                                                    Albert L. Lord
                                                Chief Executive Officer


   Each person whose signature appears below constitutes and appoints Marianne
M. Keler and Ronald O. Mueller, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the acquirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the their capacities and
on the dates indicated.

<TABLE>
<CAPTION>
              SIGNATURE                               TITLE                         DATE
              ---------                               -----                         ----
<S>                                     <C>                                 <C>
         /s/ Albert L. Lord
--------------------------------------
           ALBERT L. LORD                    Chief Executive Officer          January 16, 1998
                                          (Principal Executive Officer)

         /s/ Mark G. Overend
--------------------------------------
           MARK G. OVEREND                   Chief Financial Officer          January 16, 1998
                                           (Principal Financial and
                                              Accounting Officer)

          /s/ Edward A. Fox
--------------------------------------
            EDWARD A. FOX                        Chairman of the              January 16, 1998
                                               Board of Directors
  
        /s/ James E. Brandon
--------------------------------------
          JAMES E. BRANDON                          Director                  January 16, 1998


        /s/ Charles L. Daley
--------------------------------------
          CHARLES L. DALEY                          Director                  January 16, 1998
</TABLE>




                                       5
<PAGE>   6


<TABLE>
<S>                                     <C>                                 <C>
      /s/ Thomas J. Fitzpatrick
--------------------------------------
        THOMAS J. FITZPATRICK                       Director                  January 16, 1998


       /s/ Diane S. Gilleland
--------------------------------------
         DIANE S. GILLELAND                         Director                  January 16, 1998


         /s/ Ann Torre Grant
--------------------------------------
           ANN TORRE GRANT                          Director                  January 16, 1998


         /s/ Ronald F. Hunt
--------------------------------------
           RONALD F. HUNT                           Director                  January 16, 1998


     /s/ Benjamin J. Lambert III
--------------------------------------
       BENJAMIN J. LAMBERT III                      Director                  January 16, 1998


       /s/ Marie V. McDemmond
--------------------------------------
         MARIE V. MCDEMMOND                         Director                  January 16, 1998


         /s/ Barry A. Munitz
--------------------------------------
           BARRY A. MUNITZ                          Director                  January 16, 1998


       /s/ A. Alexander Porter
--------------------------------------
         A. ALEXANDER PORTER                        Director                  January 16, 1998


      /s/ Wolfgang Schoellkopf
--------------------------------------
        WOLFGANG SCHOELLKOPF                        Director                  January 16, 1998


        /s/ Steven L. Shapiro
--------------------------------------
          STEVEN L. SHAPIRO                         Director                  January 16, 1998


     /s/ Randolph H. Waterfield
--------------------------------------
       RANDOLPH H. WATERFIELD                       Director                  January 16, 1998
</TABLE>





                                       6
<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit         Description                                        Sequentially Numbered Page
-------         -----------                                        --------------------------
<S>             <C>                                                       <C>
5               Opinion of Gibson, Dunn & Crutcher LLP                       ___
23.1(a)         Consent of Independent Auditors (Ernst & Young LLP)          ___
23.2            Consent of Gibson, Dunn & Crutcher LLP
                (included in Exhibit 5)
</TABLE>




                                       7
[{"type": "S-8", "sequence": "1", "description": "SLM HOLDING CORPORATION REGISTRATION ON FORM S-8", "secsgml_size_bytes": 18508}]
{"company-data": {"conformed-name": "SLM HOLDING CORP", "cik": "0001032033", "assigned-sic": "6199", "irs-number": "522013874", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44425", "film-number": "98508630"}, "business-address": {"street1": "11600 SALLIE MAE DR", "city": "RESTON", "state": "VA", "zip": "21093", "phone": "7038103000"}, "mail-address": {"street1": "11600 SALLIE MAE DR", "city": "RESTON", "state": "VA", "zip": "21093"}}
1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998       

                                                       REGISTRATION NO. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SLM HOLDING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                           52-2013874
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                           Identification No.)
       11600 SALLIE MAE DRIVE

             RESTON, VA                                            20193
  (Address of Principal Executive                                (Zip Code)
              Office)

               SLM HOLDING CORPORATION EMPLOYEE STOCK OPTION PLAN
                  SLM HOLDING CORPORATION DIRECTORS STOCK PLAN
                           (Full Titles of the Plans)

                                MARIANNE M. KELER
                                 GENERAL COUNSEL
                             SLM HOLDING CORPORATION
                             11600 SALLIE MAE DRIVE
                                RESTON, VA 20193
                     (Name and address of Agent for Service)

                                 (703) 810-3000
          (Telephone Number, including area code, of Agent for Service)

                                   Copies to:

                                RONALD O. MUELLER
                           GIBSON, DUNN & CRUTCHER LLP
                    1050 CONNECTICUT AVENUE, N.W., SUITE 900
                             WASHINGTON, D.C. 20036
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                     PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
     TITLE OF EACH CLASS OF         AMOUNT TO BE    PER UNIT OFFERING       AGGREGATE        REGISTRATION
   SECURITIES TO BE REGISTERED      REGISTERED(1)        PRICE(2)         OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.20 
per share                            11,132,800           $38.8125        $432,091,800.00      $127,467.08
============================================================================================================
(1) Takes into account a 7 for 2 stock split, effective as of January 2, 1998.
    Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.

(2) Pursuant to Rule 457(c), the price of the Common Stock is based on the
    average of the high and low prices for the Common Stock of $38.8125, as
    reported by the New York Stock Exchange on January 12, 1998.
2

                                     PART I

ITEM 1. PLAN INFORMATION.

   Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

   Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

        (1)    the Registrant's Registration Statement on Form S-4 (File No.
               333-21217) as filed with the Commission on July 25, 1997, as
               amended, which includes the balance sheet of the Registrant dated
               February 3, 1997 and the consolidated financial statements of the
               Student Loan Marketing Association for the year ended December
               31, 1996;

        (2)    the Registrant's quarterly reports on Form 10-Q: (i) for the
               quarter ended March 31, 1997, filed on May 27, 1997; (ii) for the
               quarter ended June 30, 1997, filed on August 6, 1997; and (iii)
               for the quarter ended September 30, 1997, filed on November 14,
               1997; and

        (3)    the description of the Common Stock set forth under the caption
               "Description of Registrant's Securities to be Registered" in the
               Registrant's Registration Statement on Form 8-A dated August 7,
               1997, together with any amendment or report filed with the
               Commission for the purpose of updating such description.

   All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents.

   Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.

                                       2
3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Article VIII of the Registrant's By-Laws provides for indemnification of the
officers and directors of SLM Holding Corporation to the fullest extent
permitted by applicable law. Section 145 of the Delaware General Corporation Law
provides, in relevant part, that a corporation organized under the laws of
Delaware shall have the power, and in certain cases the obligation, to indemnify
any person who was or is a party or is threatened to be made a party to any suit
or proceeding because such person is or was a director, officer, employee or
agent of the corporation or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
against all costs actually and reasonably incurred by him in connection with
such suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, he had no reason to believe his conduct
was unlawful. Similar indemnity is permitted to be provided to such persons in
connection with an action or suit by or in right of the corporation, provided
such person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further (unless a
court of competent jurisdiction otherwise determines) that such person shall not
have been adjudged liable to the corporation.

   The directors and officers of the Registrant and its subsidiaries will be
covered by a policy of insurance under which they will be insured, within the
limits and subject to certain limitations, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings in which they are parties by reason of being or having been
directors or officers.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT NUMBER                         DESCRIPTION
                --------------                         -----------
5              Opinion of Gibson, Dunn & Crutcher LLP.

                    23.1(a)           Consent of Independent Auditors (Ernst &Young LLP)

                     23.2             Consent of Gibson, Dunn & Crutcher LLP (included in
                                      Exhibit 5).
3
4

ITEM 9. UNDERTAKINGS.

   (a)  The undersigned Registrant hereby undertakes:

   (1)To file, during any period in which offers or sales are being made, a
      post-effective amendment to this Registration Statement to include any
      material information with respect to the plan of distribution not
      previously disclosed in the Registration Statement or any material change
      to such information in the Registration Statement;

   (2)That, for the purpose of determining any liability under the Securities
      Act, each such post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

   (3)To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unsold at the termination of
      the offering.

   (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

   (c)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
5

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, Commonwealth of Virginia, on this 16th day of
January, 1998.

                                            SLM HOLDING CORPORATION

                                            By: /s/ Albert L. Lord
                                                --------------------------
                                                    Albert L. Lord
                                                Chief Executive Officer

   Each person whose signature appears below constitutes and appoints Marianne
M. Keler and Ronald O. Mueller, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the acquirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the their capacities and
on the dates indicated.
SIGNATURE                               TITLE                         DATE
              ---------                               -----                         ----
/s/ Albert L. Lord
--------------------------------------
           ALBERT L. LORD                    Chief Executive Officer          January 16, 1998
                                          (Principal Executive Officer)

         /s/ Mark G. Overend
--------------------------------------
           MARK G. OVEREND                   Chief Financial Officer          January 16, 1998
                                           (Principal Financial and
                                              Accounting Officer)

          /s/ Edward A. Fox
--------------------------------------
            EDWARD A. FOX                        Chairman of the              January 16, 1998
                                               Board of Directors
  
        /s/ James E. Brandon
--------------------------------------
          JAMES E. BRANDON                          Director                  January 16, 1998

        /s/ Charles L. Daley
--------------------------------------
          CHARLES L. DALEY                          Director                  January 16, 1998
5
6
/s/ Thomas J. Fitzpatrick
--------------------------------------
        THOMAS J. FITZPATRICK                       Director                  January 16, 1998

       /s/ Diane S. Gilleland
--------------------------------------
         DIANE S. GILLELAND                         Director                  January 16, 1998

         /s/ Ann Torre Grant
--------------------------------------
           ANN TORRE GRANT                          Director                  January 16, 1998

         /s/ Ronald F. Hunt
--------------------------------------
           RONALD F. HUNT                           Director                  January 16, 1998

     /s/ Benjamin J. Lambert III
--------------------------------------
       BENJAMIN J. LAMBERT III                      Director                  January 16, 1998

       /s/ Marie V. McDemmond
--------------------------------------
         MARIE V. MCDEMMOND                         Director                  January 16, 1998

         /s/ Barry A. Munitz
--------------------------------------
           BARRY A. MUNITZ                          Director                  January 16, 1998

       /s/ A. Alexander Porter
--------------------------------------
         A. ALEXANDER PORTER                        Director                  January 16, 1998

      /s/ Wolfgang Schoellkopf
--------------------------------------
        WOLFGANG SCHOELLKOPF                        Director                  January 16, 1998

        /s/ Steven L. Shapiro
--------------------------------------
          STEVEN L. SHAPIRO                         Director                  January 16, 1998

     /s/ Randolph H. Waterfield
--------------------------------------
       RANDOLPH H. WATERFIELD                       Director                  January 16, 1998
6
7

                                  EXHIBIT INDEX
Exhibit         Description                                        Sequentially Numbered Page
-------         -----------                                        --------------------------
5               Opinion of Gibson, Dunn & Crutcher LLP                       ___
23.1(a)         Consent of Independent Auditors (Ernst & Young LLP)          ___
23.2            Consent of Gibson, Dunn & Crutcher LLP
                (included in Exhibit 5)
7