SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
June 21, 2010
 Leila L. Vespoli, Esq. Executive Vice President and General Counsel
FirstEnergy Corp. 76 South Main Street Akron, Ohio  44308
Re: FirstEnergy Corp.
  Amendment No. 1 to Registra tion Statement on Form S-4
Filed June 4, 2010
  File No. 333-165640
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 19, 2010 Definitive Proxy Statement on Schedule 14A Filed April 1, 2010 File No. 333-21011

Dear Ms. Vespoli:
We have reviewed your amendment a nd response letter, and we have the
following comments.  You should comply with the comments in all future filings, as applicable; however, pl ease note that the comm ents relating to your registration statement
do require you to file an amendment of the registration statement at  this time.  If you
disagree, we will consider your explanation as  to why our comments are 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 th is information, we may raise additional
comments.
 Amendment No. 1 to Registration Statement on Form S-4

 The Merger, page 52

 Background of the Merger, page 52

1. We note your revised disclosure in res ponse to comment six of our letter dated
April 21, 2010, however it appears that you did not respond to our request for
disclosure regarding the “opportuniti es presented by various potential
transactions.”  Please revise.

Leila L. Vespoli, Esq.
FirstEnergy Corp. June 21, 2010 Page 2  Recommendation of the FirstEne rgy Board of Directors and It s Reasons for the Merger,
page 62

2. We note your response to comment 13 of our letter dated April 21, 2010.
However, we continue to believe that it is  appropriate for you to disclose whether
each company’s board reviewed, for accuracy and completeness, the financial projections provided by them and whethe r such board found reliance upon those
materials to be reasonable.  Please revise.
 Opinion of Allegheny Energy’s Financial Advisor , Page 91

3. We note your statement that “Alleghe ny Energy did not produce an estimate of
potential synergies resulting from the merger” and that, with Allegheny Energy’s
approval, “Goldman Sachs prepared its fina ncial analyses on a pre-synergy basis.”
Please revise your disclosure to explai n why Allegheny Energy determined that it
was appropriate not to produce an estimate  of potential synerg ies resulting from
the merger and directed Goldman Sachs to prepare its financial analyses on a pre-
synergy basis.
 Material U.S. Federal Income Tax Cons equences of the Merger , page 114

4. Please tell us why your tax advisor has not opined that the merger “will” qualify
as a reorganization for U.S. federal income  tax purposes.  Please revise to indicate
that the Allegheny Energy shareholders “w ill” be subject to the tax treatment
upon which the tax advisor has opined.   If there is uncertainty involved in the tax
consequences, please explain what uncertain ty exists and describe the degree of
uncertainty.  Also include risk  factor disclosure regardi ng these uncertain matters.
 Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page
146
 Notes to the Unaudited Pro Forma Condens ed Combined Consolidated Financial
Statements, page 150
 Note 3. Pro Forma Adjustments, page 151

 (n), page 154

5. We reviewed your response to comment 21 of our letter dated April 21, 2010.
Please explain in detail how recovery of the cost of regulated  operations debt is
“indirect” and why the indirect nature of  the recovery should impact whether you
record a fair value adjustment on such de bt.  If the allowed cost-based rate of
return that you capitalize interest on rate -base is based on the actual cost of debt,
and you are allowed to recover that cost  through rates, it appears the cause and
effect as discussed in the basis for conc lusions of the FASB in paragraph C57 of
SFAS 71 exists. In other words, if your rate s were set with this higher cost debt,

Leila L. Vespoli, Esq.
FirstEnergy Corp. June 21, 2010 Page 3
even indirectly, recording a credit on the debt in purchase accounting with
subsequent amortization would produce ear nings on the regulated operations in
excess of what was anticipated in the ra te process.  If our understanding is
incorrect, please clarify it in detail.   In  any event, please be detailed in your
analysis including your basis in regu latory accounting, promulgated or
predominant practice that supports your pos ition.  We may have further comment.

Exhibits 8.1 and 8.2

6. As you are using short-form tax opini ons, please revise the opinions of your
counsels to confirm that the discussion in  the prospectus under “Material U.S.
Federal Income Tax Consequences of the Merger” constitutes their opinions, as
opposed to stating that the statements contained in such discussion “fairly
summarize in all material respects the law described therein” or that such
discussion “constitutes, in all material respects, a fair and accurate summary of
the United Stated federal income tax consequences.”

7. We note the statements in the opinions th at they are “deliver ed to you solely for
your benefit in connection w ith the transaction referre d to” therein.  Please note
that counsel may limit the opinions with re gard to purpose, but not with regard to
person.  Please revise these statements accordingly.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009
 Item 1A. Risk Factors, page 27

8. We note your response to comment 27 of  our letter dated April 21, 2010.  It
appears from your response that you inte nd to include the following sentence in
future periodic reports, as applicab le:  “However, our business, financial
condition, cash flows or results of operati ons could be affected materially and
adversely by additional risks and uncerta inties (either currently unknown or not
currently believed to be material).”  Please note that this language is
inappropriate, as all material risks should be described in your disclosure and any
risks that are deemed to be immaterial should not be referenc ed.  Please confirm
that you will not include such language in future filings.

Leila L. Vespoli, Esq.
FirstEnergy Corp. June 21, 2010 Page 4  Definitive Proxy Statement on Schedule 14A

 Corporate Governance and Board of  Directors Information, page 6

What is FirstEnergy’s Risk Management Process and the Board’s Role in Risk
Oversight?, page 8

9. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the proce ss you undertook to reach that conclusion.

Summary Compensation Table, page 51

10. Please confirm to the Staff that you pr ovided the amounts set forth in the Stock
Awards column at the aggregate grant date fair value based on target performance
because achievement of target perfor mance is the probable outcome of the
performance conditions as of the grant da te, in accordance with Item 402(c) of
Regulation S-K.
 Grants of Plan-based Awards in 2009, page 53

11. Please explain to us why the table indicat es that Mr. Marsh’s target and maximum
awards are $178,769 and $330,722 when your disclosure on page 40 seems to indicate that his STIP target is $360,500.
 Director Compensation, page 69

12. Please revise footnote 2 to clarify, if tr ue, that you have provided the amounts set
forth in the Stock Awards column at the aggr egate grant date fair value.  Refer to
Item 402(k) of Regulation S-K.

As appropriate, please amend your filing and respond to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

Leila L. Vespoli, Esq.
FirstEnergy Corp. June 21, 2010 Page 5
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or Jim
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849 if  you have questions
regarding comments on the financ ial statements and related ma tters of FirstEnergy Corp.
Please contact Lilyanna L. Peyser, Attorn ey Advisor, at (202)  551-3222, Mara Ransom,
Legal Branch Chief, at (202) 551-3264, or me  at (202) 551-3725 with any other questions
regarding these comments.

     S i n c e r e l y ,
H. Christopher Owings Assistant Director
 cc: Rick L. Burdick, Akin Gump
Via Facsimile