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


     DIVISION OF
CORPORATION FINANCE


                                                             April 11, 2019

  Via E-Mail

  Richard J. Grossman
  Skadden, Arps, Slate, Meagher & Flom LLP
  Four Times Square
  New York, New York 10036

          Re:     Navient Corporation
                  PREC14A filed on April 5, 2019
                  File No. 1-36228

  Dear Mr. Grossman:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has conducted a limited review of the filing listed above. We have
the following
  comment. Defined terms used here have the same meaning as in your proxy
statement.

         After reviewing any response including any amendment to your filing,
we may have
  additional comments. Please allow time for staff review of amendments and
responses.

  General

  1. We note the following statement which appears on pages 14 and 28 of
Navient's preliminary
     proxy statement: "As of the date of filing this preliminary proxy
statement, the Board had
     not made the formal final decision on the slate of directors to be
nominated by the Board for
     election at the Annual Meeting and the composition of such slate of
directors is subject to
     change." Please be aware that if one or more of the Company's nominees
change before you
     have filed a definitive proxy statement, you must file a revised
preliminary proxy statement
     that includes the identities of any new nominee(s) and the information
required by Schedule
     14A. See Exchange Act Rule 14a-6. Please confirm your understanding.
 Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
April 11, 2019
Page 2

       We remind you that the Company is responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please direct any questions to me at (202) 551-3263.


                                                          Sincerely,

                                                          /s/ Christina Chalk

                                                          Christina Chalk
                                                          Senior Special
Counsel
                                                          Office of Mergers and
Acquisitions