SecProbe.io

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corresp

    RICK L. BURDICK

    202.887.4110/fax: 202.872.4288

    rburdick@akingump.com

June 25, 2010

VIA EDGAR
AND OVERNIGHT DELIVERY

Mr. 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.

Amendment No. 1 to Registration 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 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 June 21, 2010 to Leila L. Vespoli, Esq., Executive
Vice President and General Counsel of FirstEnergy Corp. (“FirstEnergy”) with respect to the
above-referenced registration statement (the “Registration Statement”) relating to the proposed
merger between FirstEnergy and Allegheny Energy, Inc. (“Allegheny Energy” and, together with
FirstEnergy, the “Companies”), FirstEnergy’s annual report on Form 10-K (“FirstEnergy Form 10-K”)
and FirstEnergy’s definitive proxy statement on Schedule 14A (“FirstEnergy Proxy Statement”). On
behalf of FirstEnergy and Allegheny Energy, we are authorized to provide the responses contained in
this letter.

Mr. H. Christopher Owings

Division of Corporation Finance

June 25, 2010

Page 2

Where indicated below, requested changes have been included in Amendment No. 2 to the Registration
Statement (“Amendment No. 2”) which is being filed simultaneously with this response. We are also
delivering courtesy copies of the marked version of Amendment No. 2 to your attention.

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. 2.

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 response 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 “opportunities presented by various potential transactions.”
Please revise.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 52 of
Amendment No. 2.

Recommendation of the FirstEnergy Board of Directors and Its 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 whether such board found reliance upon those materials to be
reasonable. Please revise.

As noted in our June 4, 2010 letter to the Staff, 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 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. We respectfully advise the Staff that both Ohio and Maryland law entitle directors of Ohio
and Maryland corporations to rely on information prepared or presented by officers or employees of
the corporation. Specifically, Section 1701.59(B) of the Ohio
General Corporation Law (the “OGCL”) and Section 2-405.1 of the Maryland General Corporation Law (the
“MGCL”) provide as follows:

Mr. H. Christopher Owings

Division of Corporation Finance

June 25, 2010

Page 3

    Section 1701.59(B) of the OGCL:

    (B) A director shall perform the director’s duties as a director, including the
duties as a member of any committee of the directors upon which the director may
serve, in good faith, in a manner the director reasonably believes to be in or
not opposed to the best interests of the corporation, and with the care that an
ordinarily prudent person in a like position would use under similar
circumstances. In performing a director’s duties, a director is entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, that are prepared or presented by any of the
following:

     (1) One or more directors, officers, or employees of the corporation who
the director reasonably believes are reliable and competent in the matters
prepared or presented;

     (2) Counsel, public accountants, or other persons as to matters that the
director reasonably believes are within the person’s professional or expert
competence;

     (3) A committee of the directors upon which the director does not serve,
duly established in accordance with a provision of the articles or the
regulations, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.

    Section 2-405.1 of the MGCL:

    (b)(1) In performing his duties, a director is entitled to rely on any
information, opinion, report, or statement, including any financial statement or
other financial data, prepared or presented by:

     (i) An officer or employee of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

     (ii) A lawyer, certified public accountant, or other person, as to a
matter which the director reasonably believes to be within the person’s
professional or expert competence; or

     (iii) A committee of the board on which the director does not serve, as
to a matter within its designated authority, if the director reasonably believes
the committee to merit confidence.

Consequently,
the Companies respectfully advise the Staff that neither board had
any affirmative obligation to make a formal determination regarding
financial projections prepared by their

Mr. H. Christopher Owings

Division of Corporation Finance

June 25, 2010

Page 4

respective
management and as a result they do not believe the requested
additional disclosure would be appropriate but rather inclusion of the
requested disclosure would create a misleading implication that the boards failed to take a required action in connection with
their review of the financial projections.

Opinion of Allegheny Energy’s Financial Advisor, Page 91

    3.

    We note your statement that “Allegheny Energy did not produce an estimate of
potential synergies resulting from the merger” and that, with Allegheny Energy’s
approval, “Goldman Sachs prepared its financial analyses on a pre-synergy basis.”
Please revise your disclosure to explain why Allegheny Energy determined that it was
appropriate not to produce an estimate of potential synergies resulting from the merger
and directed Goldman Sachs to prepare its financial analyses on a pre-synergy basis.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 70 of
Amendment No. 2.

Material U.S. Federal Income Tax Consequences 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 “will” 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 uncertainty exists and describe the degree of
uncertainty. Also include risk factor disclosure regarding these uncertain matters.

The tax opinions have been amended to reflect the Staff’s comment. Please see Exhibits 8.1 and 8.2
to Amendment No. 2.

Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page 146

Notes to the Unaudited Pro Forma Condensed 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 debt. If the allowed cost-based
rate of return that you capitalize interest on rate-base is based on

Mr. H. Christopher Owings

Division of Corporation Finance

June 25, 2010

Page 5

    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 conclusions of the FASB in paragraph
C57 of SFAS 71 exists. In other words, if your rates were set with this higher cost
debt, even indirectly, recording a credit on the debt in purchase accounting with
subsequent amortization would produce earnings on the regulated operations in excess
of what was anticipated in the rate process. If our understanding is incorrect,
please clarify it in detail. In any event, please be detailed in your analysis
including your basis in regulatory accounting, promulgated or predominant practice
that supports your position. We may have further comment.

Accounting
Standards Codification (ASC) Topic 805, Business
Combinations, requires that a liability that is measured at fair
value be recorded based on the amount that an entity would be required
to pay in a transfer of that obligation to another party of
equivalent credit. The pro forma information provided in Amendment
No. 2 includes measurement information of long-term debt on that
basis. FirstEnergy separately considered the issue of whether a
regulatory offset should be recorded pursuant to Statement of
Financial Accounting Standards No. 71 (now ASC 980, Regulated
Operations) and concluded that the direct cause and effect
relationship required by that standard had not been met.

The approach FirstEnergy has taken to adjust the long-term debt of Allegheny Energy’s regulated
operations to fair value is consistent with FirstEnergy’s previous acquisitions — the merger of
Centerior Energy Corporation and Ohio Edison Company in 1997 to form FirstEnergy, and FirstEnergy’s
acquisition of GPU, Inc. in 2001 — as well as other acquisitions of
regulated utilities subsequent to the issuance of ASC 805.

Regulated utilities generally are authorized to recover the cost of long-term debt as a component
of the overall cost of capital established as part of the utility’s authorized rate of return in
rate proceedings. The rate of return could be established annually under certain circumstances, but
for Allegheny Energy’s state jurisdictional subsidiaries, establishing the allowed rate of return is
limited to base rate proceedings. Unlike the specific recovery of depreciation, interest on
long-term debt is not included in operating expenses. The revenue requirement established is based
on a rate of return that the regulated utility is authorized to earn on the allowed rate base.
This rate of return takes into consideration the cost of equity and debt at the time those
components are established as part of the rate proceeding. Based on FirstEnergy’s historical
experience, the determination of the cost of debt may incorporate the actual cost of Allegheny
Energy’s jurisdictional utilities’ borrowings and capital structure at the time of the rate
proceeding, or may be based on a hypothetical capital structure. Specifically, two factors may cause
the long-term debt return authorized in a rate proceeding to vary from the actual cost of the
long-term debt. First, the cost of debt may be determined based on coupon rates of debt at the time
the rates are established. For example, if long-term debt of a regulated entity matures or is
refinanced, the actual debt cost will likely change, but rates will not be adjusted to reflect the
new debt costs unless and until the regulated entity makes a new rate filing.

Second, the regulator may determine the rate of return based upon a hypothetical capital structure
comprising both debt and equity. For example, the regulator may determine that the debt-to-equity
ratio is not appropriate for the company and may adjust the structure for purposes of setting
rates. A company may have a 1:1 debt-to-equity ratio; however, for purposes of
setting rates, the regulator may set a debt-to-equity ratio of 1.5:1.
In fact, FirstEnergy has recent experience in two jurisdictions,
including Pennsylvania, which is the jurisdiction of Allegheny
Energy’s largest regulated utility, West Penn Power, where a
hypothetical capital structure was utilized to determine the cost of
debt. Because of this

Mr. H. Christopher Owings

Division of Corporation Finance

June 25, 2010

Page 6

disparity in
actual costs and rate design, specifically the difference in the cost of debt that can be
determined in a rate case as well as the overall capital structure, FirstEnergy and Allegheny
Energy have determined that there is not specific recovery of actual interest costs as discussed in
the basis for conclusions of the Financial Accounting Standards Board in paragraph C57 of Statement
of Financial Accounting Standards No. 71.

Furthermore,
as Allegheny Energy’s state jurisdictional subsidiaries have no mechanism or ability to pass
through to their customers fair value adjustments recorded in
accordance with ASC 805, a regulatory
accounting offset to the fair value adjustment of long-term debt would not meet the definition of a
regulatory asset or regulatory liability under ASC 980. Although there is
diversity in practice whether rate-regulated entities record a regulatory offset to the long-term
debt fair value adjustment, considering FirstEnergy’s specific
facts and circumstances, FirstEnergy concluded that it
would not be appropriate.

Allegheny
Energy’s state jurisdictional subsidiaries recorded interest
expense of $149.1 million in 2009 and $132.2 million in
2008. During those same periods, these subsidiaries capitalized
interest as a component of Allowance for Funds Used During
Construction of $2.4 million and
$2.3 million, respectively, representing less than two percent
of total interest costs for those years. As
discussed in the Companies’ response to comment number 18 in the response letter to the Staff dated
June 4, 2010, the rate-setting and cost recovery provisions currently in place for Allegheny
Energy’s regulated operations provide revenues derived from costs, including a return on investment
of net assets and liabilities included in rate base. The recovery of capital costs, including
capitalized interest, is recovered under the ratemaking formula in the form of depreciation expense
as a component of allowable operating expenses. Specifically, as the capital costs are
depreciated, the depreciation on these assets is included as part of operating expenses to be
recovered from customers. As such, only interest capitalized under ASC 835-20 is recovered directly in rates.

Exhibits 8.1 and 8.2

    6.

    As you are using short-form tax opinions, 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 States federal i