SecProbe.io

July 8, 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. 2 to Registra tion Statement on Form S-4
Filed June 25, 2010
  File No. 333-165640
Definitive Proxy Statement on Schedule 14A Filed April 1, 2010 File No. 333-21011

Dear Ms. Vespoli:
We have reviewed your amendment and re sponse letter, and we have 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 st atement at this time.  If you disagree, we will consider your
explanation as to why our commen ts are inapplicable or a revisi on is unnecessary.  Please be as
detailed as necessary in your e xplanation.  In some of our comme nts, we may ask you to provide
us with information so we may better unders tand your disclosure.  After reviewing this
information, we may raise additional comments.

Amendment No. 2 to Registration Statement on Form S-4

 General

1. Please generally ensure that you have updated yo ur prospectus to ensure that it reflects
current information.  For example, please update  your beneficial owne rship tables located
on pages 173 and 175 to ensure that they reflect information as of a current date.
 The Merger, page 52

 Recommendation of the FirstEner gy Board of Directors and Its R easons for the Merger, page 62

2. We note your response to comment two in our  letter dated June 21, 2010.  However, we
continue to believe that it is appropriate for you to disc lose whether each company’s
board reviewed, for accuracy and completene ss, the financial pr ojections provided by
them and whether such board found reliance upon those materials to be reasonable.

Leila L. Vespoli, Esq. FirstEnergy Corp. July 8, 2010 Page 2

Please note that we would not obj ect to the inclusion of a stat ement, such as the statement
contained in your response letter, that the boa rd was not required to review, for accuracy
and completeness, these projections or to de termine that reliance on these projections was
reasonable.
 Material U.S. Federal Income Tax C onsequences of the Merger, page 114

3. Please revise your disclosure to indicate th at it constitutes the opinion of counsel.  In
addition, please revise the statement on pa ge 116 that you are “[a]ssuming that the
merger will qualify as a ‘reorganization,’” given that counsel has opined, without
qualification, that it will so qualify.
 Litigation Relating to the Merger, page 118

4. We note that you have agreed to a disclosure -based settlement of the lawsuits brought in
connection with the merger.  Please confirm that your di sclosure has been revised
pursuant to the terms of the settlement.
 Item 21. Exhibits and Financial Statement Schedules, page II-2

5. Please file all of the exhibits required by Item 601 of Regulation S-K.

Exhibit 5.1

6. Please revise the first paragraph of the legal opinion to provide the number and/or
aggregate dollar amount of the securities be ing registered.  In addition, please either
remove the second sentence in the third to la st paragraph of the opinion or refile an
opinion on the effective date of the registration statement that is dated as of the effective
date of the registration statement.
 Definitive Proxy Statement on Schedule 14A

 Grants of Plan-Based Awards in 2009, page 53

7. We note your response to comment 11 in our  letter dated June 21, 2010.  Please confirm
to us that you will revise your disclosure in fu ture filings to clarify that the table reflects
the portion of the STIP award that Mr. Marsh wa s eligible to earn thr ough the date of his
termination.

As appropriate, please amend your filing and re spond to these comments.  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 res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

Leila L. Vespoli, Esq. FirstEnergy Corp. July 8, 2010 Page 3

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 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