On November 7, 2012, The First Marblehead Corporation (the "Corporation") received written notice from NYSE Regulation, Inc. that the Corporation was not in compliance with one of the continued listing standards of the New York Stock Exchange (the "NYSE"). The applicable listing standard requires an average closing price of not less than $1.00 per share over a consecutive 30-trading-day-period (the "Standard"). As of November 6, 2012, the average closing price of the Corporation's common stock over a consecutive 30-trading-day-period was $0.99 per share.

The Corporation can regain compliance with the Standard at any time during a six-month cure period if, on the last trading day of any calendar month during the cure period, (i) the closing price per share of the Corporation's common stock is at least $1.00 and (ii) the average closing price per share of the Corporation's common stock is at least $1.00 over the 30-trading-day-period ending on the last trading day of that month. Otherwise, the NYSE will commence delisting procedures.

The Corporation has determined to notify the NYSE within 10 business days of receipt of the notice that it intends to cure the deficiency. The Corporation's common stock will continue to be listed and traded on the NYSE during the cure period (with a ".BC" indicator affixed to the ticker symbol), subject to the Corporation's compliance with the other NYSE continued listing requirements.

On November 9, 2012, the Corporation issued a press release, which is furnished as Exhibit 99.1 to this current report on Form 8-K, disclosing the Corporation's receipt of the notice from NYSE Regulation, Inc. and the fact that the Corporation had fallen below one of the NYSE's continued listing standards.

Item 9.01.           Financial Statements and Exhibits.

(d) Exhibits

 Exhibit No.       Description of Exhibit
                  Press release issued by the Corporation on November 9, 2012
99.1              entitled, "First Marblehead Receives Notice of Non-Compliance with
                  NYSE Continued Listing Standards"