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    RICK L. BURDICK

    202.887.4110/fax: 202.872.4288

    rburdick@akingump.com

June 4, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

H. Christopher Owings

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 3561

100 F Street N.E.

Washington, D.C. 20549

    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 Mr. Owings:

     This letter is being submitted in response to the comments given by the staff (the “Staff”) of
the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) set forth in your letter dated April 21, 2010 to Leila L. Vespoli, Esq., Executive
Vice President and General Counsel of FirstEnergy Corp. (“FirstEnergy”) and Paul J. Evanson, Chief
Executive Officer of Allegheny Energy, Inc. (“Allegheny Energy” and,
together with FirstEnergy, the “Companies”) with respect to the above-referenced registration
statement (the “Registration Statement”), FirstEnergy’s annual report on Form 10-K (“FirstEnergy
10-K”) and Allegheny Energy’s annual report on Form 10-K (“Allegheny Energy 10-K”). On behalf of
FirstEnergy and Allegheny Energy, we are authorized to provide the responses contained in this
letter.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 2

     Where indicated below, requested changes have been included in Amendment No. 1 to the
Registration Statement (“Amendment No. 1”) which is being filed with the Commission simultaneously
with this response. We are also delivering courtesy copies of the marked version of Amendment No.
1 to your attention.

     Please note that in response to certain of the Staff’s comments, (i) FirstEnergy has submitted
under separate cover a supplemental response letter, dated the date hereof, containing the
supplemental information requested by the Staff (the “FirstEnergy Supplemental Response Letter”),
(ii) Morgan Stanley & Co. Incorporated has submitted under separate cover a supplemental response
letter, dated the date hereof, containing the supplemental information requested by the Staff (the
“Morgan Stanley Supplemental Response Letter”), and (iii) counsel for Goldman, Sachs & Co. has
submitted under separate cover a supplemental response letter, dated the date hereof, containing
the supplemental information requested by the Staff (the “Goldman Sachs Supplemental Response
Letter” and together with the FirstEnergy Supplemental Response Letter and the Morgan Stanley
Supplemental Response Letter, the “Supplemental Response Letters”). Pursuant to Rule 418(b) of the
Securities Act of 1933, as amended (the “Securities Act”), each of Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. is requesting return of the materials included in the
Supplemental Response Letters promptly following the completion of the Staff’s review thereof.

     For your convenience, we set forth each comment from your letter in bold typeface and include
the response below it. Page references contained in the responses below are to the marked version
of Amendment No. 1.

FirstEnergy Corp. Registration 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 comparative format compares historical FirstEnergy per share information
with pro forma per share information and
historical Allegheny Energy to equivalent pro forma per share data. Refer to the
Instructions to Item 3(e) of Form S-4. Also if still applicable, please revise the title of
the current column titled pro forma combined equivalent data since these amounts only
represent pro forma combined data.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 27 of
Amendment No. 1.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 3

Risk Factors, page 30

FirstEnergy and Allegheny Energy will incur substantial transaction fees and merger-related
costs in connection with the merger, page 34

    2.

    Please revise to quantify the amount of “substantial” fees that you refer to here.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 36 of
Amendment No. 1.

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.

The presentation materials prepared by Morgan Stanley & Co. Incorporated for the FirstEnergy board
of directors at its February 10, 2010 meeting and summarized in the Registration Statement under
the caption “The Merger—Opinion of FirstEnergy’s Financial Advisor” are being provided to the Staff
under separate cover by Morgan Stanley & Co. Incorporated on a supplemental basis pursuant to Rule
418 under the Securities Act. In accordance with such Rule, Morgan Stanley & Co. Incorporated has
requested that these materials be returned promptly following completion of the Staff’s review
thereof. By separate letter, Morgan Stanley & Co. Incorporated also has requested confidential
treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

The presentation materials prepared by Goldman, Sachs & Co. for the Allegheny Energy board of
directors at its February 10, 2010 meeting and summarized in the Registration Statement under the
caption “The Merger—Opinion of Allegheny Energy’s Financial Advisor” are being provided to the
Staff under separate cover by counsel for Goldman, Sachs & Co. on a supplemental basis pursuant to
Rule 418 under the Securities Act. In accordance with such Rule, counsel for Goldman, Sachs & Co.
has requested that these materials be returned promptly following completion of the Staff’s review
thereof. By separate letter, counsel for Goldman,
Sachs & Co. also has requested confidential treatment of these materials pursuant to the provisions
of 17 C.F.R. § 200.83.

    4.

    In an appropriate place in your discussion, elaborate upon how FirstEnergy arrived at the
exchange ratio to be offered to Allegheny shareholders.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 4

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 57 of
Amendment No. 1.

    5.

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

The
Registration Statement has been amended to reflect the Staff’s comment. Please see page 53 of Amendment No. 1.

    6.

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

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 52 of
Amendment No. 1.

    7.

    On page 52, you also refer to consideration Allegheny’s board gave to the company’s
“long-term strategic goals and enhancing shareholder value.” Please similarly revise to
elaborate.

The
Registration Statement has been amended to reflect the Staff’s comment. Please see page 53 of
Amendment No. 1.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 5

    8.

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

The
Registration Statement has been amended to reflect the Staff’s comment. Please see pages 56 to 57 of Amendment No. 1.

    9.

    On page 55, elaborate upon the “financial aspects” of a potential transaction that were
reviewed by Goldman Sachs at the February 2, 2010 meeting.

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages 58 to 59 of
Amendment No. 1.

    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.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 59 of
Amendment No. 1.

Recommendation of the FirstEnergy Board of Directors and Its Reasons for the Merger, page 58

    11.

    On page 61, you refer to the “Strategic Alternatives” 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.

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages 65
and 72 of Amendment No. 1.

    12.

    On pages 60 and 66 you state that, in evaluating the merger, the board of directors of each
of FirstEnergy and Allegheny Energy considered financial projections that
were prepared by the management of each company. Furthermore, on page 71 under the heading
“Opinion of FirstEnergy’s Financial Advisor” and on page 80 under the heading “Opinion of
Allegheny Energy’s Financial Advisor,” you state that Morgan Stanley and Goldman Sachs
reviewed these financial projections. Please disclose these financial projections.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 6

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages 75
through 78 and pages 88 through 91 of Amendment No. 1.

    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.

Each of FirstEnergy and Allegheny Energy respectfully advises the Staff that the financial
projections provided by FirstEnergy to Allegheny Energy, and by Allegheny Energy to FirstEnergy,
were prepared by management of the respective company providing such financial projections, as
indicated on pages 75 and 88 of Amendment No. 1, and while each board, in the course of
considering a possible transaction, reviewed the financial projections prepared by its management
and considered such financial projections to be appropriate for review in the context of
considering a possible transaction, neither board undertook or made any formal determination
regarding reliance by it or the other party on the financial projections provided to the other
party. Consequently, the Companies respectfully advise the Staff that they do not believe the
requested additional disclosure would be  appropriate.

Additional Interests of the Allegheny Energy Directors 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 possible at this time to ascribe a value to the
options, restricted shares and performance shares” to be received by Allegheny Energy
executive officers upon stockholder approval of the merger agreement and the merger because
“Allegheny Energy’s stock price at the time of stockholder approval of the merger agreement
and the merger is not now determinable.” Please revise your disclosure to provide the value of
the options, restricted 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.

The
Registration Statement has been amended to reflect the Staff’s
comment. Please see pages 105 and 106 of Amendment No. 1.

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 7

Litigation relating to the Merger, page 102

    15.

    Please revise your discussion to update your disclosure on the status of the litigation and
what each party’s next steps are.

The
Registration Statement has been amended to reflect the Staff’s comment. Please see page 118 of Amendment No. 1.

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 information 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 advised that, notwithstanding
the inclusion of this general disclaimer, you are responsible for considering whether
additional specific disclosures of material information regarding material contractual
provisions are required to make the statements in your 10-K not misleading.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 123
of Amendment No. 1.

FirstEnergy Board of Directors After the Merger, page 112

    17.

    Please confirm that you will identify the 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 helpful if you provided them here as well.

FirstEnergy hereby confirms that the two Allegheny Energy directors to be appointed to the
FirstEnergy board upon completion of the merger will be identified in the joint proxy
statement/prospectus. The Registration Statement has been amended to add the requested

H. Christopher Owings

Division of Corporation Finance

June 4, 2010

Page 8

placeholders for the names, and the individuals will be listed in the final proxy
statement/prospectus. Please see page 127 of Amendment No. 1.

Pro forma Financial Information, page 131

Note 3. Pro Forma Adjustments, page 135

(j) page 137

    18.

    Please explain to us in detail, and quantify by major property/equipment groups and
individual generating unit, how you determined the fair value of property plant and equipment
of $11,044 million. If possible, please segregate 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 generation business, please indicate
the major characteristics of each asset o