In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2008C Bonds is excluded from gross income for federal income tax purposes. However, interest on the Series 2008C Bonds is a specifi c preference item for purposes of the federal alternative minimum tax. In addition, Bond Counsel is of the opinion that, under existing laws of the State of Vermont, the Series 2008C Bonds and interest thereon are exempt from all taxation, franchise taxes, fees or special assessments of whatever kind imposed by the State of Vermont, except for transfer, inheritance and estate taxes. For a more complete description, see “TAX MATTERS” herein. NEW ISSUE - Book-Entry Only Ratings: See “Ratings” herein $200,000,000 Vermont Student Assistance Corporation (a non-profi t public corporation established by the laws of the State of Vermont) Education Loan Revenue Bonds $100,000,000 Senior Series 2008C-1 (Tax-Exempt Variable Rate Demand Bonds) $100,000,000 Senior Series 2008C-2 (Tax-Exempt Variable Rate Demand Bonds) Dated: Date of Delivery Price: 100% Due: December 15, 2040 The Vermont Student Assistance Corporation (the “Corporation”) will issue its Education Loan Revenue Bonds, Senior Series 2008C-1 in the aggregate principal amount of $100,000,000 (the “Series 2008C-1 Bonds”) and its Senior Series 2008C-2 in the aggregate principal amount of $100,000,000 (the “Series 2008C-2 Bonds” and together with the Series 2008C-1 Bonds, the “Series 2008C Bonds”), pursuant to the provisions of an Indenture of Trust (Series C), dated as of September 1, 2008 (the “Master Indenture”), and a 2008C-1/2 Supplemental Indenture of Trust, dated as of September 1, 2008 (the “Supplemental Indenture” and together with the Master Indenture, the “Indenture”), each between the Corporation and Chittenden Trust Company, Burlington, Vermont, as Trustee (the “Trustee”). The Series 2008C Bonds are issuable only as fully registered bonds and when issued shall be registered in the name of Cede & Co. as nominee for The Depository Trust Company, New York, New York (“DTC”), which shall act as securities depository for the Series 2008C Bonds. Purchasers of the Series 2008C Bonds will not receive certifi cates representing their benefi cial ownership interests in the Series 2008C Bonds. Purchases and sales by the benefi cial owners of the Series 2008C Bonds shall be made in book-entry form in the principal amount of $100,000 and any integral multiple of $5,000 in excess thereof. Payments of principal, redemption price and interest with respect to the Series 2008C Bonds are to be made directly to DTC by the Trustee or its successor trustee, so long as DTC or Cede & Co. is the registered owner of such Series 2008C Bonds. Disbursement of such payments to DTC Participants (as defi ned herein) is the responsibility of DTC and disbursement of such payments to the benefi cial owners is the responsibility of DTC Participants as more fully described herein. See “THE SERIES 2008C BONDS -- Book-Entry Form.” From the date of issuance of the Series 2008C Bonds to (but not including) September 18, 2008, the Series 2008C Bonds will initially bear interest at rates to be determined prior to the issuance of the Series 2008C Bonds. Thereafter, the Series 2008C Bonds will bear interest at a Weekly Rate and the interest on the Series 2008C-1 Bonds will be determined on Wednesday of each week by Goldman, Sachs & Co., as Remarketing Agent for the Series 2008C-1 Bonds (to go into effect the following Thursday) and the interest on the Series 2008C-2 Bonds will be determined on Wednesday of each week by Citigroup Global Markets Inc., as the Remarketing Agent for the Series 2008C-2 Bonds (to go into effect the following Thursday). The Series 2008C Bonds will continue to bear interest at a Weekly Rate unless, at the direction of the Corporation and subject to satisfaction of certain conditions precedent in the Indenture, the interest rate on the Series 2008C Bonds is changed to another type of interest rate. This Offi cial Statement describes terms and provisions applicable to the Series 2008C Bonds only while they are in the Weekly Mode. In the event of a conversion to another Mode, potential purchasers of the Series 2008C Bonds will be provided with separate offering materials containing descriptions of the terms applicable to such Series 2008C Bonds in the Mode to which the Series 2008C Bonds are being converted. The Series 2008C Bonds are subject to optional and mandatory redemption prior to maturity and to optional and mandatory tender, all as described herein. See “THE SERIES 2008C BONDS” herein. Principal of and interest on the Series 2008C Bonds and the purchase price upon tender of the Series 2008C Bonds to the extent not remarketed as described herein are payable from an irrevocable direct-pay Letter of Credit dated September 11, 2008 (the “Letter of Credit”) issued by Lloyds TSB Bank plc, acting through its New York Branch (the “Bank”). The Letter of Credit will permit the Trustee to draw with respect to the Series 2008C Bonds up to $213,282,192, all as described herein. The Letter of Credit will expire on September 9, 2011 unless otherwise extended, renewed or terminated earlier in accordance with its terms. While the Series 2008C Bonds bear interest at the Weekly Rate, they will be subject to mandatory tender for purchase upon any replacement, removal or termination of the then current Credit Facility. Subject to certain limitations and conditions described in the Indenture and described herein under “THE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT,” an Alternate Credit Facility may be substituted for the Letter of Credit issued by the Bank. The Series 2008C Bonds are to be issued for the purpose of refunding certain prior bonds of the Corporation issued to fi nance certain student loans. THE CORPORATION HAS NO TAXING POWER. THE SERIES 2008C BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CORPORATION AND THE CORPORATION SHALL NOT BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008C BONDS EXCEPT FROM THE REVENUES AND ASSETS PLEDGED UNDER THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF VERMONT OR OF ANY POLITICAL SUBDIVISION OF THE STATE OF VERMONT IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE SERIES 2008C BONDS. THE SERIES 2008C BONDS ARE PAYABLE, BOTH AS TO PRINCIPAL AND INTEREST, SOLELY AS PROVIDED IN THE INDENTURE. The Series 2008C Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, withdrawal or modifi cation of the offer without notice and to the approval of legality by Kutak Rock LLP, Bond Counsel to the Corporation. Certain legal matters will be passed upon for the Corporation by its in-house General Counsel, for the Bank by its special U.S. counsel, Chapman and Cutler LLP, and its English counsel, Eversheds LLP, and for the Underwriters by their counsel, Krieg DeVault LLP. Government Finance Associates, Inc. serves as Financial Advisor to the Corporation. The Series 2008C Bonds are expected to be available for delivery in New York, New York, through the facilities of DTC on or about September 11, 2008. Goldman, Sachs & Co. Citi Dated: September 4, 2008 Goldman, Sachs & Co. will serve as the initial Remarketing Agent with respect to the Series 2008C-1 Bonds and is also the underwriter for the Series 2008C-1 Bonds and Citigroup Global Markets Inc. will serve as the initial Remarketing Agent with respect to the Series 2008C-2 Bonds and is also the underwriter for the Series 2008C-2 Bonds. The Underwriters have provided the following statement for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No dealer, broker, salesman or other person has been authorized by the Corporation or the Underwriters to give any information or to make any representations, other than the information and representations contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any Series 2008C Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. All other information set forth herein has been obtained from the Corporation and other sources which are believed to be reliable. The information and expressions of opinions herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation subsequent to the date of this Official Statement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2008C BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.