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 (Date of Earliest Event Reported):
 
October 20, 2011


SLM Student Loan Trust 2005-5
________________________________________
(Exact name of issuer as specified in its charter)
 
 

Delaware
333-103545
333-103545-03
04-3480392
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
   
 
c/o The Bank of New York Mellon Trust Company, National Association
10161 Centurion Parkway
Jacksonville Florida 32256
 
 
_________________________________
(Address of principal executive offices) 
 

     
Issuer’s telephone number, including area code:
 
703 984-5858
 
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 8.01   Other Events
 
On October 25, 2011, the terms of the class A-5 notes (the “Notes”) issued by SLM Student Loan Trust 2005-5 are scheduled to be reset from their current terms, in accordance with the terms of the related indenture and remarketing agreement.

Pursuant to the remarketing process, the new spread on the Notes was required to be determined by no later than 3:00 P.M., New York City time, on October 20, 2011.  However, sufficient committed purchasers were not obtained for all of the tendered Notes at the spread proposed by the remarketing agent.  As a result, a failed remarketing has been declared.  Consequently, all existing class A-5 noteholders will be required to retain their Notes on the reset date.  The related interest rate for the Notes will be the failed remarketing rate which is equal to three-month LIBOR plus 0.75% per annum and the related reset period will be three months.  As such, the next applicable reset date will be January 25, 2012.

 
 
 

 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
   
SLM STUDENT LOAN TRUST 2005-5
   
By:  SALLIE MAE, INC., in its capacity as Administrator of the Trust
     
     
Dated: October 20, 2011
 
By: /s/ Mark .D. Rein                                                                                       
   
Name: Mark D. Rein
Title: Vice President
 
 
 
 
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