April 2, 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-K (y/e June 30, 2007), Proxy Statement 2007
	Filed August 28, 2007 (Form 10-K)
	File No. 001-31825


Dear Mr. Kopnisky:

      We have reviewed your filing 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.

Form 10-Q for the Quarter Ended December 31, 2007
Management`s Discussion and Analysis
Application of Critical Accounting Policies and Procedures
Service Revenue and Receivables
1. In order for investors to understand your financial
performance,
please consider providing the actual percentage range of defaults,
recoveries, and prepayments on all outstanding trusts as well as
the
percentage change (growth or decline rate) as compared to prior
periods.

Sensitivity Analysis
2. Please supplement your disclosure, in future filings, to
disclose
the relevant assumptions supporting the analysis disclosed in the
tables.  For example, consider disclosing the spread you used as
part
of your estimate and the length of time you estimate such spread
will
persist. In addition, add disclosure as to whether any carryover
interest has occurred and, if so, the amount.

Parity Ratios
3. In future filings, please discuss and explain the impact of the
parity ratios on your ability to generate cash from the structural
advisory fees and disclose the range of actual parity ratios.

      *			*			*			*
      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.

	The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
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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