SecProbe.io

August 23, 2011
 Via E-mail

Anthony J. Alexander Chief Executive Officer FirstEnergy Corp. 76 South Main Street Akron, OH  44308
Re: FirstEnergy Corp.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 16, 2011 Form 10-Q for Fiscal Quarter Ended June 30, 2011 Filed August 2, 2011 Definitive Proxy Statement on Schedule 14A Filed April 1, 2011  File No. 333-21011
Dear Mr. Alexander:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.

Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Financial Statements, page 140

 Consolidated Statements of Co mmon Stockholders’ Equity, page 142

1. We note the existence of a non-c ontrolling interest in your capital  structure.  Please tell us
whether you considered disclosing the am ounts of consolidated net income and

Anthony J. Alexander FirstEnergy Corp. August 23, 2011 Page 2

 consolidated comprehensive income attr ibutable to both the controlling and non-
controlling interest in your consolidated statements of common stockholders’ equity.
Also, please tell us whether you considered providing a reconciliation for the beginning
and the end of the period ca rrying amount of equity attributable to controlling and non-
controlling interests in your consolidated statements of common stockholders’ equity.
Please refer to ASC 220-10-45-5, 220-10-45-8, 810-10-50-1A(a) and 81 0-10-50-1A(c).
 2.  Summary of Significant Accounting Policies, page 179

(c) Earnings Per Share of Common Stock, page 181

2. Please tell us how you disclosed the amount of securities that could po tentially dilute EPS
in the future, but which were not included in  the calculation of diluted EPS because to do
so would have been anti-dilutive for the pe riods presented.  Refe r to ASC 260-10-50-1.
 3. Pension and Other Postretirement Benefit Plans, page 185

 3. Please tell us whether you considered providi ng disclosure of the beginning and ending
balances of the benefit obligation and fair valu e of plan assets for FES and the Utilities.
Please refer to 715-20-50-1.  Please te ll us your basis for exclusion.

4. Please tell us the significan ce of remeasurement of your qua lified pension plan as was
done as of August 31, 2009.  Please tell us th e impact on your required disclosures as a
result of your elective remeasurement.  Please tell us whethe r you anticipate the $250
million voluntary contribution in 2011 will result in a decision to re-measure and the accounting and disclosure impli cations of that election.

4.  Stock Based Compensation, page 192

 5. We note that restricted stock, restricted stock units and performance unit awards earn
dividends equivalents.  Pleas e tell us whether dividend e quivalents credited to unvested
awards are forfeitable and if not, whether the two-class method of computing earnings
per share is necessary.  Pleas e refer to ASC 260-10-45-61A.

Anthony J. Alexander FirstEnergy Corp. August 23, 2011 Page 3

 7.  Leases, page 212

 6. We note that you recognized above-market lease liabilities for the Beaver Valley Unit 2
and the Bruce Mansfield Plant.  In this rega rd, please tell us why the above-market lease
liabilities included in Note seven on page 214 differ from the amounts included in the
consolidated balance sheets as of December 31, 2010 and 2009.
 14. Commitments, Guarantees and Contingencies, page 235

 (C) Environmental Matters, page 237

 7. We note your disclosure that you cannot pred ict the outcome of certain environmental
matters and what further actions, if any, or th e costs or the timing thereof, that may be
required with respect to the matters.  Please te ll us whether it was possible to make an
estimate of reasonably possible losses or range  of loss in excess of amounts accrued.  For
those contingencies where you are unable to estimate the possible loss or range of loss,
provide an affirmative statement that such an estimate cannot be made.  In addition, for
those matters where you are unable to estimate the possible loss or ra nge of loss, please
tell us the procedures you unde rtake on a quarterly basis to a ttempt to develop a range of
reasonably possible loss for disclosure .  Please refer to ASC 450-20-50.

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Combined Notes to the Consolidat ed Financial Statements, page 27
2. Merger, page 27
 8. Reference is made to your March 3, 2011 corre spondence to the staff regarding Purchase
Accounting-FirstEnergy Corp. Acquisition of Al legheny Energy, Inc.  To the extent such
correspondence has not been filed via EDGA R, please include your correspondence in
your response to the preceding comments on your December 31, 2010 Form 10-K.   In regards to the content of your submission, please answer in detail the following
questions:

 How you propose to treat any gain or loss upon future refinancing of  Allegheny debt for
regulatory purposes and in regulatory filings;

 The consideration given to not recording a fa ir value adjustment on the debt, as opposed
to recording a regulatory offset  and subjecting it to ASC 980;

 The extent to which a “hypothetical” capital st ructure would differ ma terially from what
has been the historical capital structure of the specific Allegheny subsidiary; and

Anthony J. Alexander FirstEnergy Corp. August 23, 2011 Page 4

  How amortization of the fair value adjustments on the debt will be treated in regulatory
filings and whether such amortization will be  included in the determination of achieved
rate of return.

Definitive Proxy Statement on Schedule 14A

9. In future filings please provide shareholders with a Notice of Internet Availability of
Proxy Materials pursuant to Proxy Rule 14a-1 6(d), including how a security holder may
request a paper copy of the proxy materials at no charge and the date by which they
should make the request to faci litate timely delivery.  In this regard, we note that you
appear to provide this info rmation in your letter to shar eholders; however, it does not
appear under the proper heading or contain all of the informa tion that is required pursuant
to Rule 14a-16(d).

   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Yolanda Guobadi a, Staff Accountant, at (2 02) 551-3562 or me at (202)
551-3849 if you have any questions regarding our comments or any other questions.

Sincerely,
   /s/ Jim Allegretto
Jim Allegretto Senior Assistant Chief Accountant