SecProbe.io

Mail Stop 3561
April 21, 2010
 Leila L. Vespoli, Esq. Executive Vice President and General Counsel
FirstEnergy Corp. 76 South Main Street Akron, Ohio  44308   Paul J. Evanson Chief Executive Officer Allegheny Energy, Inc. 800 Cabin Hill Drive Greensburg, Pennsylvania  15601
Re: FirstEnergy Corp.
  Registration Statement on Form S-4
Filed March 23, 2010
  File No. 333-165640
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 19, 2010
File No. 333-21011
 Allegheny Energy, Inc. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 1, 2010 File No. 001-00267
.

Dear Ms. Vespoli and Mr. Evanson:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings , as applicable; however, please note that the
comments relating to your registration statement do require you to file an amendment of the
registration statement at this time.  Please c onfirm in writing that you will do so and also
explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions.  If you disagree with any of these comments, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  Please understand that  after our revi ew of all of
your responses, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 2  questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 FirstEnergy Corp. Registra tion Statement on Form S-4

 Unaudited Comparative Per Share Data, page 25

1. Please revise to present pro forma equivalent  data, which gives effect to the exchange
ratio of .667 of a share of FirstEnergy stock for each share of Allegheny Energy
common stock.  Please ensure your compar ative format compares historical
FirstEnergy per share information with pro forma per share information and historical
Allegheny Energy to equivalent pro forma per sh are data.  Refer to the Instructions to
Item 3(e) of Form S-4.  Also if still app licable, please revise th e title of the current
column titled pro forma combined equivalent  data since these amounts only represent
pro forma combined data.

Risk Factors, page 30
 FirstEnergy and Allegheny Energy will incur subs tantial transaction fees and merger-related
costs in connection with the merger, page 34

2. Please revise to quantify the amount of “s ubstantial” fees that you refer to here.
 The Merger, page 50

 Background of the merger, page 50

3. Please provide us with a copy of the board  book(s) and any other materials prepared
by the fairness advisors to assist the boards in evaluating the transaction.

4. In an appropriate place in your discussi on, elaborate upon how FirstEnergy arrived at
the exchange ratio to be offe red to Allegheny shareholders.

5. In an appropriate place in your disclo sure, please disclose whether Allegheny
considered engaging a financial advisor to so licit bids from third parties with respect
to a business combination and, if not, why not.

6. On page 50, you refer to FirstEner gy’s “evolving acquisition criteria and
opportunities presented by various potential transactions.”  Please revise to elaborate
upon the criteria and potential tr ansactions with a view to providing readers with a
sense of what FirstEnergy was looking to achieve in this transaction.

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 3
7. On page 52, you also refer to consideration Allegheny’s board gave to the company’s
“long-term strategic goals and enhancing sh areholder value.” Please similarly revise
to elaborate.

8. On page 54, please revise to explain the “strategic rationale for a potential merger
transaction” that was discussed at the Fi rstEnergy board meeting that was held on
January 19, 2010.

9. On page 55, elaborate upon the “financial aspe cts” of a potential tr ansaction that were
reviewed by Goldman Sachs at the February 2, 2010 meeting.

10. On page 56, you mention that Allegheny Energy’s nuclear consultant assessed the
strengths, weaknesses and potential issues regarding each site.  Please revise to
summarize what was discussed.
 Recommendation of the FirstEner gy Board of Directors and Its Reasons for the Merger, page
58

11. On page 61, you refer to the “Strategic A lternatives” that were available to and
considered by FirstEnergy.  Please revise to elaborate.  Please provide similar
disclosure as it relates to the “potential  alternatives to the merger” that were
considered by Allegheny Energy, as discussed on page 68.

12. On pages 60 and 66 you state that, in evalua ting the merger, the board of directors of
each of FirstEnergy and Allegheny Energy cons idered financial projections that were
prepared by the management of each company.  Furthermore, on page 71 under the heading “Opinion of FirstEnergy’s Financ ial Advisor” and on page 80 under the
heading “Opinion of Allegheny Energy’s Fi nancial Advisor,” you state that Morgan
Stanley and Goldman Sachs reviewed these financial projections .  Please disclose
these financial projections.
13. Also, in an appropriate place in this disclosure, please indicate whether each
company’s board reviewed, for accuracy and completeness, the financial projections
provided by them and whether such board found reliance upon those materials to be
reasonable.

Additional Interests of the Allegheny Energy Di rectors and Executive Officers in the Merger,
page 90
 Treatment of Stock Options and Other Equity Awards, page 91

14. We note your statement that “it is not possi ble at this time to ascribe a value to the
options, restricted shares and performa nce shares” to be received by Allegheny
Energy executive officers upon stockholder appr oval of the merger agreement and the

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 4
merger because “Allegheny Energy’s stock pr ice at the time of stockholder approval
of the merger agreement and the merger is not now determinable.”  Please revise your
disclosure to provide the va lue of the options, restrict ed shares and performance
shares to be received by Allegheny Energy executive officers upon stockholder
approval of the merger agreement and the merger using Allegheny Energy’s stock price as of a recent date.
 Litigation relating to the Merger, page 102

15. Please revise your discussion to update your disclosure on the stat us of the litigation
and what each party’s next steps are.
 The Merger Agreement, page 108

16. We note your disclosure that the merger agreement summary is not included in the
filing “to provide any other factual info rmation regarding FirstEnergy, Allegheny
Energy or their respective businesses.”  In addition, you state that the representations,
warranties and covenants “may be subject to more recent developments” and “may
not describe the actual state of  affairs as of the date they  were made or at any other
time.”  Also, you state that  investors “should not rely  on the representations,
warranties and covenants or any description of  them as characterizations of the actual
state of facts or condition of FirstEnergy, Allegheny Energy or Merger Sub or any of
their respective subsidiaries or affiliates.”   Please remove these statements, as they
imply that the referenced agreements do not  constitute public disclosure under the
federal securities laws.  Please also be a dvised that, notwithsta nding the inclusion of
this general disclaimer, you are responsib le for considering whether additional
specific disclosures of material informati on regarding material contractual provisions
are required to make the statements in your 10-K not misleading.
 FirstEnergy Board of Director s After the Merger, page 112

17. Please confirm that you will identify th e two new appointments, considering it
appears that they will be designated before the mailing of this joint proxy
statement/prospectus.  We note that you have left placeholders for the names of these
members on page 91, however, it would be helpfu l if you provided them here as well.
 Pro forma Financial Information page, 131

 Note 3. Pro Forma Adjustments, page 135,

 (j), page 137

18. Please explain to us in detail, and qu antify by major property/equipment groups and
individual generating unit, how you determin ed the fair value of property plant and

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 5
equipment of $11,044 million.  If  possible, please segreg ate the amount between the
merchant generation segment and the regulated  operations segment.  We assume that
no fair value adjustments were made on property, plant and equipment that are
subject to cost-based regulatory recovery, which we also assume consists principally
of Allegheny’s regulated operations segment.   If our assumption is incorrect, please
clarify it.  If our assumption is correct, please disclose your methodology for valuing
regulated operation assets and liabilities in the notes to your pro forma financial
statements including the reason for no change in  basis.  In your submission of the fair
value adjustments for the merchant genera tion business, please indicate the major
characteristics of each asset or group, such as the fuel source, the year constructed
and placed into service and your method of es timating fair value.  The disclosure in
the final paragraph of Note 1 suggest s you did not use a discounted cash flow
methodology; please confirm.  If our assu mption is incorrect, please tell us the
assumptions in your model and whether exte nsions of licenses or use of plant beyond
the depreciable life in any projections of cas h flow was considered.  To the extent you
utilized comparable sales transaction of similar generating units or other items of
property plant and equipment in estimating fair  value, please provide us the details of
the comparable transactions utilized.  Please explain how you compensated for differences between the assets you acqui red and the assets of comparable
transactions.  Tell us whether you used other valuation method(s) to justify or test the
reasonableness of your determined fair valu es.  Please also provide us a narrative of
the process you used to identify all possible identifiable assets a nd contingent assets
of the unregulated business of Allegheny En ergy.  Finally tell us  whether, and how,
goodwill will be allocated between merchant generation and regulated operations or
whether, based on your appraisal techniques for both groups of assets, there was any
unallocated value that comprises goodwill that  was allocated to regulated operations.
If so, explain in detail why any residual w ould be associated with regulated assets
with a market rate of return.  Please e xplain to us how FirstEnergy anticipates
including the acquired operati ons in its segment presentation in future financial
statements and how it proposes to group or  include the acquired assets for the
purposes of evaluating goodwill impairment.  Please be detailed in your response. We
may have further substantive comment.
19. Please tell us the nature of constructi on, work in process and why no fair value
adjustments were necessary.
 (m), page 137

20. Please indicate the business combination expenses are non-recurring. Refer to Article
11-02(b)(5) of Regulation S-X.

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 6  (n), page 138

21. Please provide the detail by debt issue of  the $171 million fair value adjustment to
debt.  Show us, by major outstanding issue,  the prevailing terms of the debt and the
assumptions you used to calculate current fair market values such as yield to maturity.
Show us how such assumptions represen t current market assumptions and the
assumed credit quality of each issue.  Tell us whether you considered any credit quality improvements that resulted solely fr om the combination of companies.  Please
advise whether any fair value adjustments rela ted, either directly or indirectly, to debt
of the regulated operations of Allegheny.   If so, explain your rationale for any basis
adjustments related to such de bt along with anticipated ra te treatment of such basis
adjustments.  In any event, to the exte nt future amortization of the fair value
adjustment will have a material effect on net income, please disclose the effect of
such purchase adjustments on net income ove r the next five years in a note.  See
Instruction 2 to Item 11-02(b) of Regulation S-X.
 Exhibit Index

22. We note that you have not filed the legal opinion, tax opinion, or  related consents.
We request that you file these exhibits as ear ly in the process as possible so that we
may have time to review them before you request that your registration statement
become effective.
 23. Please amend the filing to include your independent auditor’s signature on Exhibits
23.4 and 23.6.  Refer to Item 601(b)(23) of Regulation S-K.
 FirstEnergy Corp. Annual Report on Form 10- K for the Fiscal Year Ended December 31, 2009

 Cover Page

24. Please include the check box regarding Interact ive Data Files which is required to be
disclosed on the cover page of Form 10-K.
 Item 1. Business, page 1

25. Please discuss the extent to which your busin ess is or may be seasonal.  Refer to Item
101(c)(5) of Regulation S-K.
 Executive Officers, page 25

26. We note your disclosure regarding Mr. Byrd ’s business experience, specifically that
he has served as your Vice President, Cor porate Risk and Chief Risk Officer since
2007.  Please revise your disclosure regard ing Mr. Byrd to indicate his business
experience prior to 2007.

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 7  Item 1A. Risk Factors, page 27

27. Please delete the sixth sentence in the fi rst paragraph of this  section in which you
state that other unknown or immaterial risks may also impair your business
operations.  All material risks should be described in your di sclosure.  If risks are not
deemed material, you should not reference them.
 Item 5. Market for Registrant’s Common Equ ity, Related Stockholder matters and Issuer
Purchases of Equity Securities, page 43

28. We note that you have not filed your Annual Report to Shareholders as exhibit 13 to
your Form 10-K as required by Note 2 to Ge neral Instruction G to  Form l0-K. In your
response letter, please explain.
 Item 8. Financial Statements and Supplementary Data, page 132

29. It appears that the aud itor’s reports are not signed.  Please provide us on a
supplemental basis with a photocopy of the manually signed reports.  Please also
confirm that you will ensure that conformed signatures will be provided in the future.
 Item 15. Exhibits, Financial Statement Schedules, page 257

30. With respect to Exhibit 2-1, please include  an agreement to furnish us with any
omitted schedule or exhibit upon request.  Refer to Item 601(b)(2) of Regulation S-K.  This comment also applies to the exhibit index of any subsidiary registrant that
includes Exhibit 2-1.
 31. Please confirm that you do not have a writ ten employment agreement with either Ms.
Shriver or Ms. Ard that would need to be file d as a material contract exhibit.  In this
regard, please note that any such agre ements would represent related party
transactions.
 Exhibits 23.1 – 23.7

32. It appears that your auditor’s consent