July 30, 2008


Mail-Stop 4561


Mr. Jack L. Kopnisky
Chief Executive Officer, President
and Chief Operating Officer
The First Marblehead Corporation
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts 01089


Re:	The First Marblehead Corporation
	Form 10-Q (q/e March 31, 2008)
	Filed May 12, 2008
	File No. 001-31825


Dear Mr. Kopnisky:

      We have reviewed your filing and your previous responses and
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.


Management`s Discussion and Analysis
1. Noting your response contained in the supplemental materials,
please revise the Company`s MD&A in both your future interim and
year
end reports to add, in addition to the discussion as to what
analysis
and information underlies your assumptions with respect to assumed
default and prepayment rates on the securitizations, a separate
discussion as to the recent trends and uncertainties regarding
actual
default and prepayment rates and how changes in actual default and
prepayment rates may impact your future results of operations and
financial condition..

      *			*			*			*
      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

            In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.

	Any questions on the accounting comment should be directed to
Benjamin Phippen at (202) 551-3697 or John Nolan, the Accounting
Branch Chief at (202) 551-3492. All other questions may be
directed
to Michael Clampitt at (202) 551-3434 or to me at (202) 551-3419.



							Sincerely,


							Christian Windsor
							Special Counsel
							Financial Services Group








Mr. Jack L. Kopnisky
The First Marblehead Corporation
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