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 FirstEnergy Corp.
 341 White Pond Drive
 Akron, Ohio 44320 June 11, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549

 Attention:
 Mr. Kevin Dougherty
 Office of Energy & Transportation

 Re:
 FIRSTENERGY CORP.
 Registration Statement on Form S-3/A
 File No. 333-296357
 Dear Mr. Dougherty: Pursuant to Rule 461
under the Securities Act of 1933, as amended, FirstEnergy Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on
June 15, 2026, or as soon as practicable thereafter. Please contact Erin E. Martin of Morgan, Lewis & Bockius LLP at (202) 739-3000 with any questions you may have concerning this request.

 FIRSTENERGY CORP.

 By:

 /s/ K. Jon Taylor

 Name: K. Jon Taylor

 Title: Senior Vice President and Chief Financial Officer and Strategy

 cc:
 Erin E. Martin, Esq. (Morgan, Lewis & Bockius LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2026

Mary M. Swann
Vice President, Corporate Secretary and Associate General Counsel
FIRSTENERGY CORP
341 White Pond Drive
Akron, Ohio 44320

 Re: FIRSTENERGY CORP
 Registration Statement on Form S-3
 Filed May 29, 2026
 File No. 333-296357
Dear Mary M. Swann:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Erin E. Martin
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 13, 2023
K. Jon Taylor
Chief Financial Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re:FirstEnergy Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 13, 2023
File No. 333-21011
Dear K. Jon Taylor:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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April 5, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:       Yong Kim

Gus Rodriguez

RE:    FirstEnergy Corp.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Filed February 13, 2023

    File No. 333-21011

Ladies and Gentlemen:

This letter responds to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“Commission”) contained in the letter from the Staff dated March 10, 2023 (the “Comment Letter”) in regard to the above-referenced Annual Report on Form 10-K filed by FirstEnergy Corp. (the “Company”, “we” or “our”) on February 13, 2023.

The Company’s responses to the comments presented in the Comment Letter are set forth below.

Form 10-K for the Fiscal Year ended December 31, 2022  Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Pension and OPEB Accounting, page 68

1.We note that 42% of the total asset value reported for your pension plans in Note 5 on page 91 is based on net asset values to approximate fair values at December 31, 2022.

Please expand your disclosure to explain how you select, apply and test the underlying valuation methodologies, and to describe any efforts that you undertake to oversee and evaluate pricing services that are based on the net asset values of the investments.

Please also clarify how you applied the guidance in FASB ASC 820-10-35-60 in considering whether adjustments to the most recent net asset values were necessary.

Response:

Under Accounting Standards Codification (“ASC”) 820-10-50-10, “Plan assets of a defined benefit pension or other postretirement plan that are accounted for in accordance with ASC 715 are not subject to the disclosure requirements in paragraphs 820-10-50-1C through 50-81. The disclosures required in paragraphs 715-20-50-1(d)(iv) and 715-20-50-5(c)(iv) shall

  _____________________

1 Disclosure requirements for investments measured using the NAV practical expedient are codified in ASC 820-10-50-6A.

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

April 5, 2023

Page 2

apply for fair value measurement of plan assets of a defined benefit pension or other postretirement plan”. The Company believes that it has complied with paragraph 715-20-50-1(d)(iv) and that paragraph 715-20-50-5(c)(iv) is not applicable to the Company as it applies to disclosure by nonpublic entities.

In response to the Staff’s comment regarding how we evaluate the appropriateness of utilizing the NAV practical expedient, the Company regularly evaluates such investments to ensure they qualify for the NAV practical expedient in accordance with ASC 820-10-35-59 which states “A reporting entity is permitted, as a practical expedient, to estimate the fair value of an investment within the scope of paragraphs 820-10-15-4 through 15-5 using the net asset value per share (or its equivalent, such as member units or an ownership interest in partners’ capital to which a proportionate share of net assets is attributed) of the investment, if the net asset value per share of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date.”

In addition, as further discussed below, in situations where the measurement date for the most recent net asset value per share of the investment is not the same as our reporting date, we consider whether an adjustment to the most recent net asset value per share is necessary.

In response to the Staff’s comment to expand our related disclosure, and considering the Company’s use of the NAV practical expedient, the following is an example of the type of information we will provide for each of the investment categories of our pension and other postretirement plan in future filings with the Commission, as applicable:

“Private – equity and debt funds: Private equity and private debt funds primarily include limited partnerships that invest in equity or directly originated senior loans of high-quality middle market operating companies. Distributions are received periodically through the liquidation of underlying assets in each fund.  For most private equity and debt funds, immediate access to capital at the limited partner’s discretion is not available and such funds prevent full redemption and return of capital until fund liquidation.  The purpose of each fund is to maximize total return of capital with an emphasis on minimizing default risk. Each fund’s NAV is made available to fund participants quarterly.”

“Insurance Linked Securities funds: The insurance linked securities funds invest in securities which indirectly participate in portfolios of reinsurance and retrocession contracts which primarily cover catastrophe property risks. Redemptions can be achieved with 90-day notices with gating factors that may apply. The purpose of these investments is to generate attractive risk-adjusted returns that are demonstrably uncorrelated with traditional asset classes. Each fund’s NAV is made available to fund participants monthly.”

“Hedge funds: The hedge funds invest in a combination of long and short equity, multi-strategy, global macro and structured credit strategies.  Redemptions can be achieved with 90-day notices with gating factors that may apply.  The purpose of these investments is to deliver diversified risk-adjusted returns to traditional asset classes.  Each fund’s NAV is made available to fund participants monthly.”

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

April 5, 2023

Page 3

“Real estate funds: The real estate funds primarily invest in U.S commercial real estate markets that include office, residential, retail, industrial, life science/lab space, storage and student housing.  The investment values of the real estate properties are determined on a quarterly basis by independent market appraisers hired by the board of directors of each fund.  Distributions from each fund will be received as the underlying investments of the fund are liquidated.  Each investor’s ability to withdraw capital from certain funds may be limited depending on whether a queue has been established.  The purpose of each fund is to invest in real estate and real estate related assets that generate a total return from current income and capital appreciation which exceeds the applicable fund’s index. Each fund’s NAV is made available to fund participants quarterly.”

In response to the second part of the Staff’s comment, the following summary describes the process undertaken to evaluate whether adjustments to the most recent net asset values were necessary under ASC 820-10-35-60.

Valuation of the investments is overseen by the Company’s Investment Management Department (“IMD”) with consultation from the Company’s external investment consultant (“Consultant”). The IMD reviews external investment managers at least annually with private equity managers being reviewed semi-annually.

The Consultant assists the Company by performing investment research in the areas of strategic asset allocation, investment manager due diligence and risk management.  Due diligence research includes a thorough analysis of investment processes, people, operational integrity, fees and performance.  The Consultant authors reports on each investment manager and makes recommendations to the IMD regarding investment manager selection.  In addition, the Consultant develops supplemental investment guidelines for each investment manager that relate to the investment portfolio over which the investment manager has investment authority. Lastly, the Consultant performs regular maintenance research of each investment manager and makes recommendations to the IMD and the Company’s Investment Committee (“IC”) regarding the replacement of investment managers who are not performing consistent with expectations.

The IMD assists and supports the IC in implementing its responsibilities.  The IMD monitors and administers, under the IC’s oversight, the relationships with external service providers including investment managers. During the year, the IMD holds meetings and conference calls with investment managers including real estate, private equity and private debt managers to determine significant fluctuations in short-term performance against performance expectations. During periods of market dislocation and/or significant volatility in equity and fixed income markets, the IMD holds additional calls with the investment managers to determine the impact on the expected results of the portfolios.

For year-end reporting, the Company uses the most recent valuation available for the private equity and private debt portfolios because December 31st valuations are not available for the majority of the investments by the time the Company completes its year-end closing and files its Annual Report on Form 10-K. As noted above, the IMD will discuss potential adjustments to year-end valuations with the appropriate investment managers and the IC. If the adjustment is deemed material by management, the adjustment will be made to the year-end valuation. Such adjustments typically include capital calls or related changes in the investment position subsequent to the most recent valuation date.

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

April 5, 2023

Page 4

Finally, the IMD performs a lookback test of all investments where interim valuation dates were used for year-end reporting. This lookback test compares the valuations used at year-end with final valuation reports provided by the investment managers. This lookback has confirmed that the estimates used for interim valuations were accurate in all material respects.

In connection with your comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any questions regarding the foregoing, please do not hesitate to contact me at (330) 384-5296.

Very truly yours,

/s/ Jason J. Lisowski

Jason J. Lisowski

Vice President, Controller and Chief Accounting Officer

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March 23, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:       Yong Kim

Gus Rodriguez

RE:    FirstEnergy Corp.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Filed February 13, 2023

    File No. 333-21011

Ms. Kim:

FirstEnergy Corp. is in receipt of the letter from the staff of the Securities and Exchange Commission dated March 10, 2023 (the “Comment Letter”), pursuant to which the staff provided comments regarding our Form 10-K for the fiscal year ended December 31, 2022. Per our phone conversation this afternoon, we are respectfully requesting an extension until April 7, 2023, to respond to the Comment Letter.

If you have any questions regarding the foregoing, please do not hesitate to contact me at (330) 384-5296.

Very truly yours,

    /s/ Jason J. Lisowski

Jason J. Lisowski

Vice President, Controller and Chief Accounting Officer

United States securities and exchange commission logo
March 10, 2023
K. Jon Taylor
Chief Financial Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re:FirstEnergy Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 13, 2023
File No. 333-21011
Dear K. Jon Taylor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Pension and OPEB Accounting, page 68
1.We note that 42% of the total asset value reported for your pension plans in Note 5 on
page 91 is based on net asset values to approximate fair values at December 31, 2022.

Please expand your disclosure to explain how you select, apply and test the underlying
valuation methodologies, and to describe any efforts that you undertake to oversee and
evaluate pricing services that are based on the net asset values of the investments.

Please also clarify how you applied the guidance in FASB ASC 820-10-35-60 in
considering whether adjustments to the most recent net asset values were necessary.

 FirstName LastNameK. Jon Taylor
 Comapany NameFirstEnergy Corp.
 March 10, 2023 Page 2
 FirstName LastName
K. Jon Taylor
FirstEnergy Corp.
March 10, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff
Accountant, at 202-551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
April 28, 2021
Hyun Park
Senior Vice President and Chief Legal Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re:FirstEnergy Corp.
Form 10-K for the Fiscal Year ended December 31, 2020
Filed February 18, 2021
File No. 333-21011
Dear Mr. Park:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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April 13, 2021

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:   Joseph Klinko

John Cannarella

RE:    FirstEnergy Corp.

    Form 10-K for the Fiscal Year ended December 31, 2020

    Filed February 18, 2021

    File No. 333-21011

Ladies and Gentlemen:

This letter responds to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Hyun Park, Senior Vice President and Chief Legal Officer of FirstEnergy Corp. (the “Company”), dated April 5, 2021 (the “Comment Letter”) in regard to the above-referenced Form 10-K (the “Form 10-K”) filed by the Company on February 18, 2021.

The Company’s responses to the comments presented in the Comment Letter are set forth below the full text of the Staff’s respective comment.  Capitalized terms not defined in this letter shall have the meaning given them in the Form 10-K.

Form 10-K for the Fiscal Year ended December 31, 2020

Financial Statements

Note 15. Commitments, Guarantees, and Contingencies, page 121

1.    We note your response to prior comment one explaining that you do not have any environmental obligation or loss contingency as of December 31, 2020, with respect to the Three Mile Island Nuclear Generating Station Unit 2 ("TMI-2"). You state “The terms of the PSA and the ancillary agreements also include Buyer’s assumption of liability for all responsibility for the TMI-2 site, including full decommissioning and ongoing management of core debris material not previously transferred to the DOE....”

    However, in describing the transaction on pages 66 and 126, you indicate only that the transfer included "related liabilities" and we see that you have risk factor disclosures on page 15 stating “We Are or May Be Subject to Environmental Liabilities, Including Costs of Remediation of Environmental Contamination at Current or Formerly Owned Facilities, Which Could Have a

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

April 13, 2021

Material Adverse effect on Our Results of Operations and Financial Condition,” and “We cannot predict the amount and timing of all future expenditures (including the potential or magnitude of fines or penalties) related to such environmental matters, although we expect that they could be material.”

    We understand from your response that no actual liabilities currently fall within the category of "Excluded Liabilities" under the PSA and that you have assessed your exposure to loss contingencies associated with TMI-2 subsequent to the transfer as remote. Therefore, we believe that you should revise your description of the transaction in subsequent periodic reports to include the clarifying language referenced above from your response, and modify the risk factor disclosure to clarify that the exposure being described is unrelated to TMI-2, as you have indicated in your response.

Response:

We acknowledge the Staff’s comment regarding the description of the transfer and dismantlement of TMI- 2 and, in future filings, management will provide additional disclosure concerning the transferred liabilities accepted by TMI-2 Solutions, LLC, a subsidiary of EnergySolutions, LLC, pursuant to the asset purchase and sale agreement in the substantially the following form:

On October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of EnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC, will include the: (i) transfer of the ownership and operating NRC licenses for TMI-2; (ii) transfer of the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) the assumption by TMI-2 Solutions, LLC, of certain liabilities, including all responsibility for the TMI-2 site, full decommissioning of TMI-2 and ongoing management of core debris material not previously transferred to the United States Department of Energy. On August 10, 2020, JCP&L, ME, PN, GPUN, TMI-2 Solutions, LLC, and the PA DEP reached a settlement agreement regarding the decommissioning of TMI-2. On December 2, 2020, the NJBPU issued an order approving the transfer and sale under the conditions requested by Rate Counsel and agreed to by JCP&L. Those conditions will restrict JCP&L from seeking recovery from its ratepayers for any future liabilities JCP&L could incur with respect to TMI-2.  Also, on December 2, 2020, the NRC issued its order approving the license transfer as requested. With the receipt of all required regulatory approvals, the transaction was consummated on December 18, 2020.

We acknowledge the Staff’s request to modify the risk factor in the Form 10-K entitled “We Are or May Be Subject to Environmental Liabilities, Including Costs of Remediation of Environmental Contamination at Current or Formerly Owned Facilities, Which Could Have a

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

April 13, 2021

Material Adverse effect on Our Results of Operations and Financial Condition” (the “Risk Factor”).  We respectfully refer the Staff to our March 26, 2021 response (the “Original Response”), in which we stated “In the unlikely event that decommissioning of TMI‐2 is not completed by the Buyer and EnergySolutions . . . . CERCLA claims against a former licensee (owner or operator) such as the Sellers could potentially be made to recover the cost of final remediation.”  We also stated in the Original Response that “. . . . we believe any residual environmental risk associated with TMI-2 under CERCLA or otherwise, is hypothetical, typical to any former owner of nuclear generating facilities and is remote.”  Although management believes that the Company’s exposure to residual environmental risk associated with TMI-2 is remote for purposes of accounting treatment and disclosure under applicable FASB ASC guidance, we believe that the Risk Factor appropriately addresses our risk with respect to environmental liabilities associated with our formerly owned properties, including TMI-2. The Risk Factor states, in part: “[i]n some cases, a third party who has acquired assets from us has assumed the liability we may otherwise have for environmental matters related to the transferred property. If the transferee fails to discharge the assumed liability or disputes its responsibility, a regulatory authority or injured person could attempt to hold us responsible, and our remedies against the transferee may be limited by the financial resources of the transferee.”  Although the risks associated with failures by transferees to discharge assumed liabilities at a particular site may be remote (and, as noted in the Original Response, is remote with respect to TMI-2), such failures individually or in the aggregate could be material to the Company. For example, governmental proceedings and litigation related to failures by transferees to discharge assumed liabilities may result in significant litigation costs, even if we are ultimately successful in such proceedings or litigation. As such, we believe adding clarifying language to the Risk Factor to exclude TMI-2, or other properties on a property by property basis, would be inaccurate.

In connection with your comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any questions regarding the foregoing, please do not hesitate to contact me at (330) 384-5296.

Very truly yours,

/s/ Jason J. Lisowski

Jason J. Lisowski

Vice President, Controller and Chief Accounting Officer

United States securities and exchange commission logo
April 5, 2021
Hyun Park
Senior Vice President and Chief Legal Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re:FirstEnergy Corp.
Form 10-K for the Fiscal Year ended December 31, 2020
Filed February 18, 2021
File No. 333-21011
Dear Mr. Park:
            We have reviewed your March 26, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 18, 2021 letter.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 15. Commitments, Guarantees, and Contingencies, page 121
1.We note your response to prior comment one explaining that you do not have any
environmental obligation or loss contingency as of December 31, 2020, with respect to the
Three Mile Island Nuclear Generating Station Unit 2 ("TMI-2"). You state “The terms of
the PSA and the ancillary agreements also include Buyer’s assumption of liability for all
responsibility for the TMI-2 site, including full decommissioning and ongoing
management of core debris material not previously transferred to the DOE....”

However, in describing the transaction on pages 66 and 126, you indicate only that the
transfer included "related liabilities" and we see that you have risk factor disclosures on

 FirstName LastNameHyun Park
 Comapany NameFirstEnergy Corp.
 April 5, 2021 Page 2
 FirstName LastName
Hyun Park
FirstEnergy Corp.
April 5, 2021
Page 2
page 15 stating “We Are or May Be Subject to Environmental Liabilities, Including Costs
of Remediation of Environmental Contamination at Current or Formerly Owned
Facilities, Which Could Have a Material Adverse effect on Our Results of Operations and
Financial Condition,” and “We cannot predict the amount and timing of all future
expenditures (including the potential or magnitude of fines or penalties) related to such
environmental matters, although we expect that they could be material.”

We understand from your response that no actual liabilities currently fall within the
category of "Excluded Liabilities" under the PSA and that you have assessed your
exposure to loss contingencies associated with TMI-2 subsequent to the transfer as
remote. Therefore, we believe that you should revise your description of the transaction in
subsequent periodic reports to include the clarifying language referenced above from your
response, and modify the risk factor disclosure to clarify that the exposure being described
is unrelated to TMI-2, as you have indicated in your response.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or John Cannarella,
Staff Accountant, at (202) 551-3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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March 26, 2021

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:   Joseph Klinko

John Cannarella

RE:    FirstEnergy Corp.

    Form 10-K for the Fiscal Year ended December 31, 2020

    Filed February 18, 2021

    File No. 333-21011

Ladies and Gentlemen:

This letter responds to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Hyun Park, Senior Vice President and Chief Legal Officer of FirstEnergy Corp. (the “Company”), dated March 18, 2021 (the “Comment Letter”) in regard to the above-referenced Form 10-K (the “Form 10-K”) filed by the Company on February 18, 2021.

The Company’s responses to the comments presented in the Comment Letter are set forth below the full text of the Staff’s respective comment.

Form 10-K for the Fiscal Year ended December 31, 2020

Financial Statements

Note 15. Commitments, Guarantees, and Contingencies, page 121

1.    We note your disclosure regarding the asset purchase and sale agreement (PSA)

with Energy Solutions, LLC, concerning the transfer and dismantlement of TMI-2, which closed on December 18, 2020. We understand that you conveyed the TMI-2 nuclear generating facility, and funds held in trusts for decommissioning and environmental remediation of about $900 million; you disclose that you were relieved of related liabilities. On pages 89 and 112 you indicate that accounting for the transaction resulted in a gain of $33 million, with the write-off of a tax related regulatory liability, and derecognition of a $726 million asset retirement obligation related to the site.

However, we understand from the December 2, 2020 New Jersey Board of Public Utilities (NJBPU) order approving the transaction that you have retained some liabilities and may have exposure to future liabilities for which you would be barred from seeking recovery

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

March 26, 2021

Page 2 of 7

from ratepayers. The NJBPU order distinguishes between Assumed Liabilities that are covered by the transaction, and Excluded Liabilities that are identified in the PSA, for which you will remain responsible, and which are described as "...environmental liabilities existing prior to the closing date of the sale."

We note references to Rate Counsel views that (i) as a former owner of TMI-2, you may be liable for remediation costs under the Comprehensive Environmental Response, Compensation and Liability Act, if the buyer fails to meet the environmental obligations set out in the PSA, and (ii) as you will have continuing involvement with an independent manager on the TMI-2 Solutions Board overseeing decommissioning activities, you may have "operator, arranger, or transporter liability," if environmental issues arise.

The NJBPU along with Rate Counsel express the view of there being "tremendous uncertainty" associated with decommissioning, in connection with setting conditions on its approval that preclude future recovery from ratepayers of any incremental costs that you may incur in connection with ongoing exposure.

Please explain how you have assessed your exposures relative to the guidance in FASB ASC 410-20-40, on derecognition, 410-30-25 and 450-20-25, on recognition, and FASB ASC 450-20-50-1 and 50-3 through 50-5, on disclosure, considering the guidance in 55- 11 through 55-15, as applicable, in determining that no disclosure would be made of the excluded liabilities that you have retained, or of any probable or reasonably possible loss regarding the concerns expressed and referenced above.

In connection with the foregoing request, please describe any accounting that is reflected in your financial statements for the environmental liabilities excluded from the transaction, and explain how you have distinguished these from the liabilities conveyed. Please submit the PSA along with your reply and tell us of any reasons you would not file this agreement pursuant to Item 601(b)(10) of Regulation S-K.

Response:

For the reasons discussed below, we do not believe an environmental obligation or loss contingency has been incurred as of December 31, 2020, with respect to the Three Mile Island Nuclear Generating Station Unit 2 (“TMI-2”) because we believe our exposure to residual environment risk associated with TMI-2 is remote.

On October 15, 2019, certain of the Company’s subsidiaries, GPU Nuclear, Inc., Jersey Central Power & Light Company, Metropolitan Edison Company, and Pennsylvania Electric Company (collectively, the “Sellers”), entered into an asset purchase and sale agreement (the “PSA”) with TMI-2 Solutions, LLC (the “Buyer”), a subsidiary of EnergySolutions, Inc. (“EnergySolutions”), concerning the transfer and dismantlement of TMI-2 in Middletown, Pennsylvania.

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

March 26, 2021

Page 3 of 7

TMI-2 began commercial operations on December 30, 1978.  On March 28, 1979, TMI-2 experienced an accident that resulted in severe damage to the reactor core.  Following the accident, TMI-2 was permanently shut down. Approximately 99 percent of the fuel and damaged core material was removed from TMI-2’s reactor and site and shipped to the Department of Energy’s (“DOE”) Idaho National Laboratory.

EnergySolutions and its affiliates specialize in providing nuclear services, such as high-level waste management, spent fuel handling and transportation, and complex decontamination and decommissioning projects, including the decommissioning of commercial nuclear power generation facilities.  Among the services provided by EnergySolutions and its affiliates are the packaging, transportation, storage, and disposal of radioactive waste at its disposal facility in Clive, Utah.

Under the terms of the PSA, Sellers would transfer to Buyer substantially all of the assets associated with TMI-2, including assets held in external trusts for the nuclear decommissioning and environmental remediation of TMI-2 (the “Trusts”) and related liabilities. The terms of the PSA and the ancillary agreements also include Buyer’s assumption of liability for all responsibility for the TMI-2 site, including full decommissioning and ongoing management of core debris material not previously transferred to the DOE, as well as various forms of performance assurances for the obligations of Buyer to complete the required decommissioning, including, but not limited to, a payment and performance guaranty by EnergySolutions and the delivery of a letter of credit to backstop Buyer’s key decommissioning obligations.  In addition to the guaranty and letter of credit, the Buyer committed to implement certain structures and procedures to provide the Sellers additional assurances with the decommissioning process, such as the following:

•the Buyer will regularly prepare an updated project schedule, cash flow schedule showing projected future expenses, and progress reports regarding expenditures, nuclear decommissioning trust balance, and estimated costs to achieve decommissioning plans to be shared with the Sellers; and

•the Buyer’s limited liability company agreement provides that an independent manager (the independent manager is not affiliated with the Company or the Sellers) will be appointed by the Sellers and certain actions – such as filing a voluntary bankruptcy or accessing certain funds in the decommissioning trust prior to a scheduled draw – require consent of the independent manager.

After receipt of the necessary regulatory approvals from the United States Nuclear Regulatory Commission (“NRC”) and the New Jersey Board of Public Utilities (“NJBPU”) on December 2, 2020, TMI-2, along with the Trusts and related liabilities, was transferred to the Buyer, on December 18, 2020, in accordance with the terms of the PSA.

The NRC is responsible for licensing and regulating the operation of nuclear power plants in the United States.  The owner of a nuclear power plant must obtain and maintain a

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

March 26, 2021

Page 4 of 7

license from the NRC in order to possess, use, and operate the plant.1  As a condition of the license, a nuclear power plant owner must provide financial assurances to satisfy the ultimate liability to decommission the nuclear power plant.2  One acceptable form of providing financial assurances is “prepayment” into a dedicated trust such as the Trusts.  Failure to comply with the financial assurances requirement could result in financial and/or civil or criminal penalties.3  Nuclear power plant licensees are required to make numerous regulatory filings to show continued compliance with the terms and conditions of the operating license and the NRC regulations.4

Once a nuclear power plant has ceased operations, such as is the case with TMI-2, the license for the plant will continue beyond the expiration date to “authorize ownership and possession of the facility until the NRC notifies the licensee in writing that the license is terminated.”5  The licensee is required to take all actions necessary to decommission the facility during this extended period of the license.6  The NRC will terminate the license once decommissioning is completed.7  Until the license is terminated, the licensee, in this case now the Buyer, is obligated to fund and ensure the safe and timely decommissioning of the nuclear power plant.

A licensee may transfer an NRC license only with the written consent of the NRC.8  Consent for a license transfer is obtained through a rigorous application process.  The applicants must describe the technical and financial qualifications of the transferee, the purpose for the transfer, and the nature of transaction necessitating the transfer.9  The NRC thoroughly reviews each application and scrutinizes the proposed transferee as if it were applying for an initial license.

In addition to the transfer of TMI-2, along with the Trusts and related liabilities, the ownership and operating NRC licenses for TMI-2 were transferred to the Buyer pursuant to the NRC’s approval of such transfer.  As such, the Buyer is licensed to possess TMI-2, and assumed responsibility for all licensed activities at TMI-2, including the sole responsibility under its NRC license to complete decommissioning.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) provides a means for governments and private parties to recover the money they spend on remediating contaminated sites. Under Section 107(a) of CERCLA, in addition to the owner/operator of a facility, any person who formerly owned or operated a facility “at the time

1 10 CFR § 50.10(b).

2 10 CFR § 50.75(a), (b)(1).

3 10 CFR § 50.110, 111.

4 10 CFR § 50.71, 75.

5 10 CFR § 50.51(b).

6 10 CFR § 50.51(b)(1).

7 See 10 CFR § 50.82(a)(11).

8 10 CFR § 50.80(a).

9 10 CFR § 50.80(b)(1).

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

March 26, 2021

Page 5 of 7

of disposal of any hazardous substance” is also potentially a responsible party. To the extent a person is found “responsible” pursuant to Section 107(a), they may be liable for the costs of “removal” actions or “remedial” actions to address the hazardous substances at the site.

In the unlikely event that decommissioning of TMI-2 is not completed by the Buyer and EnergySolutions and, notwithstanding the additional financial assurance EnergySolutions has provided to the NRC and the additional financial assurance required under the PSA and its ancillary agreements, the financial resources of the Buyer and EnergySolutions are exhausted and the Buyer fails to fully remediate the hazardous substance contamination at the site, the remaining waste could be viewed as a release or threatened release to the environment. In such a case, CERCLA claims against a former licensee (owner or operator) such as the Sellers could potentially be made to recover the cost of final remediation.

The Company and the Sellers do not concede that such CERCLA claims should or would be successful, as we explained to the NJBPU and Rate Counsel: (1) EnergySolutions’ capabilities and qualifications to decommission TMI-2, (2) the NRC’s reporting requirements and oversight, (3) the value of the Trusts transferred to the Buyer (approximately $874 million as of the date of the transfer), and (4) the substantial financial and operational assurances required under the PSA and ancillary agreements, including a letter of credit and financial support agreements from EnergySolutions to provide additional funding for decommissioning costs, guard against the possibility that the Buyer may exhaust its financial resources before fully decommissioning and remediating the contamination at TMI-2. Also, despite Rate Counsel’s assertions to the contrary, the Sellers’ right to appoint an unaffiliated independent manager with limited authority neither constitutes continuing involvement nor does it otherwise provide a basis for operator liability under CERCLA.  As such, we believe any residual environmental risk associated with TMI-2 under CERCLA or otherwise, is hypothetical, typical to any former owner of nuclear generating facilities and is remote.

We have assessed our exposure to residual environmental risks associated with TMI-2 relative to the referenced guidance in FASB ASC 410 and ASC 450, and concluded no accrual or additional disclosure is required, as further described below.  FASB ASC 410-20-40, on derecognition addresses the settlement of an asset retirement obligations (“ARO”).  Settlement of the ARO was accomplished when the decommissioning liabilities were transferred to and assumed by the Buyer at the time the transaction closed pursuant to the PSA and in conformance with the transferred NRC license, which, as discussed above, imposes sole responsibility on the Buyer to complete decommissioning.  Recognition of environmental obligations under FASB ASC 410-30-25 and loss contingencies under FASB ASC 450-20-25 is required when it is probable that a liability has been incurred.  For the reasons discussed above, we do not believe an environmental obligation or loss contingency has been incurred as of December 31, 2020, because we believe our exposure to residual environment risk associated with TMI-2 is remote.  Disclosure of unrecognized contingencies under FASB ASC 450-20-50-3 is required when “there is at least a reasonable possibility that a loss or an additional loss may have been incurred…”.  Accordingly, we believe our exposure to excluded environmental liabilities (i.e., those retained by the Sellers) under the PSA and any hypothetical liabilities under CERCLA is remote and, as such, the “reasonable possibility” threshold for disclosure is not met.

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

March 26, 2021

Page 6 of 7

Application of Item 601(b)(10) of Regulation S-K to the PSA

In response to the Staff’s comment, we have not filed the PSA as we have determined that it has not been, and is not, required to be filed pursuant to the requirements of Item 601(b)(10) of Regulation S-K.  Item 601(b)(10)(ii) of Regulation S-K states that “[I]f the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within [one of the categories listed in Item 601(b)(10)(ii)(A)-(D)].”

We believe that facility-specific asset sale or transfer agreements ordinarily

United States securities and exchange commission logo
March 18, 2021
Hyun Park
Senior Vice President and Chief Legal Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re:FirstEnergy Corp.
Form 10-K for the Fiscal Year ended December 31, 2020
Filed February 18, 2021
File No. 333-21011
Dear Mr. Park:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 15. Commitments, Guarantees, and Contingencies, page 121
1.We note your disclosure regarding the asset purchase and sale agreement (PSA)
with Energy Solutions, LLC, concerning the transfer and dismantlement of TMI-2, which
closed on December 18, 2020.  We understand that you conveyed the TMI-2 nuclear
generating facility, and funds held in trusts for decommissioning and environmental
remediation of about $900 million; you disclose that you were relieved of related
liabilities. On pages 89 and 112 you indicate that accounting for the transaction resulted in
a gain of $33 million, with the write-off of a tax related regulatory liability, and
derecognition of a $726 million asset retirement obligation related to the site.

However, we understand from the December 2, 2020 New Jersey Board of Public
Utilities (NJBPU) order approving the transaction that you have retained some liabilities

 FirstName LastNameHyun Park
 Comapany NameFirstEnergy Corp.
 March 18, 2021 Page 2
 FirstName LastName
Hyun Park
FirstEnergy Corp.
March 18, 2021
Page 2
and may have exposure to future liabilities for which you would be barred from seeking
recovery from ratepayers.  The NJBPU order distinguishes between Assumed Liabilities
that are covered by the transaction, and Excluded Liabilities that are identified in the PSA,
for which you will remain responsible, and which are described as "...environmental
liabilities existing prior to the closing date of the sale."

We note references to Rate Counsel views that (i) as a former owner of TMI-2, you may
be liable for remediation costs under the Comprehensive Environmental Response,
Compensation and Liability Act, if the buyer fails to meet the environmental obligations
set out in the PSA, and (ii) as you will have continuing involvement with an independent
manager on the TMI-2 Solutions Board overseeing decommissioning activities, you
may have "operator, arranger, or transporter liability," if environmental issues arise.

The NJBPU along with Rate Counsel express the view of there being "tremendous
uncertainty" associated with decommissioning, in connection with setting conditions on
its approval that preclude future recovery from ratepayers of any incremental costs that
you may incur in connection with ongoing exposure.

Please explain how you have assessed your exposures relative to the guidance in FASB
ASC 410-20-40, on derecognition, 410-30-25 and 450-20-25, on recognition, and FASB
ASC 450-20-50-1 and 50-3 through 50-5, on disclosure, considering the guidance in 55-
11 through 55-15, as applicable, in determining that no disclosure would be made of the
excluded liabilities that you have retained, or of any probable or reasonably possible
loss regarding the concerns expressed and referenced above.

In connection with the foregoing request, please describe any accounting that is reflected
in your financial statements for the environmental liabilities excluded from the
transaction, and explain how you have distinguished these from the liabilities conveyed.
Please submit the PSA along with your reply and tell us of any reasons you would not file
this agreement pursuant to Item 601(b)(10) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Klinko at (202) 551-3824 or John Cannarella at (202) 551-
3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561

June 28, 2017

K. Jon Taylor
Vice President, Controller and Chief Accounting Officer
FirstEnergy Corp.
FirstEnergy Solutions Corp.
76 South Main Street
Akron, OH 44308

Re: FirstEnergy Corp.
 FirstEnergy Solutions Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 21, 2017
File Numbers 333 -21011 and 0 -53742

Dear Mr. Taylor :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch  Chief
Office of Consumer Products

CORRESP
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		Document

VIA EDGAR

June 19, 2017

Mr. William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:    FirstEnergy Corp.

FirstEnergy Solutions Corp.

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 21, 2017

File Nos.  333-21011 and 000-53742

Dear Mr. Thompson:

This letter is submitted by FirstEnergy Corp.  (FirstEnergy or the Company) in response to the comments given by the staff (Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (Commission) contained in the comment letter dated June 14, 2017 to K. Jon Taylor, Vice President, Controller and Chief Accounting Officer of FirstEnergy with respect to FirstEnergy’s Form 10-K for the fiscal year ended December 31, 2016, as filed on February 21, 2017 (2016 Form 10-K) and FirstEnergy’s Form 10-Q for the quarterly period ended March 31, 2017, as filed on April 27, 2017 (2017 Form 10-Q).

For your convenience, we have set forth the comment from your letter in bold typeface immediately followed by FirstEnergy’s response.  Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the 2016 Form 10-K and 2017 Form 10-Q.

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 8.  Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

12.  Capitalization

Common Stock

Retained Earnings and Dividends, page 178

1.

 We note the articles of incorporation, indentures, regulatory limitations and various other agreements relating to the long-term debt of certain subsidiaries contain provisions that could restrict your subsidiaries payment of dividends.  Please tell us: (i) the amount of restricted net assets of consolidated subsidiaries and your equity in the undistributed earnings of investments accounted for by the equity method as of December 31, 2016 and how you computed the amount; (ii) your consideration of providing the disclosures required

by Rule 4-08(e)(3)(i) and (ii) of Regulation S-X; and (iii) your consideration of providing the condensed financial information prescribed by Rule 12-04 of Regulation S- X in accordance with Rule 5-04 of Regulation S-X.

Response:

(i)    The amount of restricted net assets of consolidated subsidiaries and FirstEnergy's equity in the undistributed earnings of investments accounted for by the equity method was $199 million, or 3% of the consolidated net assets of FirstEnergy as of December 31, 2016.

FirstEnergy's computation of restricted net assets is consistent with the requirements of Rule 4-08 of Regulation S-X, which determines the amount of FirstEnergy's proportionate share of net assets, after intercompany eliminations, reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of each fiscal year which may not be transferred to FirstEnergy, in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party.  The computation is conducted for each consolidated and unconsolidated subsidiary and includes specific limitations or restrictions arising under the articles of incorporation, indentures, regulatory limitations, and various other agreements relating to the long-term debt of each subsidiary.

Specific third party limitations or restrictions considered in the computation as of December 31, 2016 were as follows:

•

 Under the Federal Power Act it is unlawful for any officer or director of any public utility "to participate in the making or paying of any dividends of such public utility from any funds properly included in the capital account." The Federal Energy Regulatory Commission (FERC) has interpreted this provision to allow dividends to be paid as long as the source of the dividend is clearly disclosed, the dividend is not "excessive," and there is no self-dealing on the part of corporate officials.  Dividends are not considered "excessive" as long as they are payable out of, and do not exceed retained earnings.  However, as disclosed in Note 12 of the Combined Notes to the Consolidated Financial Statements in FirstEnergy's 2016 Form 10-K, certain subsidiaries have authorization from the FERC to pay cash dividends to FirstEnergy from paid-in capital accounts as long as their FERC-defined equity to total capitalization ratio remains above 35% or 45%, as applicable.

•

 As disclosed on page 83 of FirstEnergy's 2016 Form 10-K within the Capital Resources and Liquidity section of Management's Discussion and Analysis of Registrant and Subsidiaries, FirstEnergy's revolving credit facilities contain financial covenants requiring each borrower to maintain a consolidated debt to total capitalization ratio of no more than 65%, or in one instance 75%, depending on the subsidiary, as measured at the end of each fiscal quarter with certain exclusions for FE as disclosed.

•

 The first mortgage bond indenture of one of FirstEnergy's subsidiaries requires it to maintain a minimum balance within retained earnings, limiting its ability to pay dividends to FirstEnergy.

Other limitations or restrictions were considered in the computation but were not as restrictive as those noted above.

(ii) The disclosures required by Rule 4-08(e)(3)(i) and (ii) of Regulation S-X are required if the restricted net assets of consolidated and unconsolidated subsidiaries and the parent's equity in the undistributed earnings of 50% or less owned persons accounted for by the equity method together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.  FirstEnergy's restricted net assets of consolidated and unconsolidated subsidiaries and its equity in the undistributed earnings of 50% or less owned persons accounted for by the equity method were $199 million, or 3% of consolidated net assets as of December 31, 2016, and therefore disclosure under Rule 4-08(e)(3)(i) and (ii) of Regulation S-X was not required.

(iii)    The condensed financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X are required when the restricted net assets of consolidated subsidiaries exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.  FirstEnergy's restricted net assets of consolidated subsidiaries were $199 million, or 3% of consolidated net assets as of December 31, 2016, and therefore the condensed financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X was not required.

18.  Supplemental Guarantor Information, page 201

2.

 Please disclose that FG is 100% owned by FES pursuant to Rule 3-10(c) and (i)(8)(i) of Regulation S-X.

Response:

We respectfully refer the Staff to the Glossary of Terms on page iii of the 2016 Form 10-K which defines FG as “FirstEnergy Generation, LLC, a wholly-owned subsidiary of FES, which owns and operates non-nuclear generating facilities.”  Nonetheless, we acknowledge the Staff’s comment and to clarify, in future filings we will include disclosure in the Supplemental Guarantor footnote that FG is 100% owned by FES.

Form 10-Q for the Quarterly Period Ended March 31, 2017

Combined Notes to Consolidated Financial Statements

10.  Commitments, Guarantees and Contingencies

Environmental Matters, page 40

3.

 Reference is made the last paragraph on page 41 and first paragraph on page 42 where you discuss the claim from BNSF and NS, which are the counterparties to the coal transportation contract covering the delivery of 2.5 million tons annually through 2025.  Please disclose an estimate of the possible loss or range of loss in excess of the amount accrued or a statement that such an estimate cannot be made.

Response:

As disclosed in our 2017 Form 10-Q, FG, a wholly owned subsidiary of FES as discussed above, and BNSF and NS were engaged in settlement discussions to resolve all claims related to a long-term coal transportation contract dispute.  In the first quarter of 2017, FG recorded a pre-tax charge associated with this contract dispute of $55 million, which was included in the total pre-tax charge of $164

million for both the BNSF/NS and BNSF/CSX long-term coal transportation contract disputes and was based on FG’s estimated loss as a result of the status of settlement discussions.  Management considered the disclosure of a loss in excess of the amount accrued and determined, based on the status of settlement discussions, that the dispute would be settled and a loss that was materially in excess of the amount accrued was remote, resulting in no additional disclosure under ASC 450, Contingencies.

However, given the concerns about FES’ ability to continue as a going concern, as disclosed in our 2017 Form 10-Q, management concluded that it was necessary to disclose that in the event the disputes were unable to settle, which management viewed as remote, the amount of damages owed could be materially higher and may cause FES to seek bankruptcy protection.

Currently, settlement discussions continue with BNSF and NS and management continues to believe that its disclosures are appropriate.  However, management will consider the status of settlement discussion in future filings and will disclose any reasonably possible loss or range of loss that is materially in excess of the amount accrued or state that such an estimate cannot be made.

If you have any questions regarding our response to staff comments, or need any additional information, please do not hesitate to call me at (330) 384-5296.

Sincerely,

/s/ K. Jon Taylor

K. Jon Taylor

Vice President, Controller and

Chief Accounting Officer

Mail Stop 3561

June 14, 2017

K. Jon Taylor
Vice President, Controller and Chief Accounting Officer
FirstEnergy Corp.
FirstEnergy Solutions Corp.
76 South Main Street
Akron, OH 44308

Re: FirstEnergy Corp.
 FirstEnergy Solutions Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 21, 2017
File Numbers 333 -21011 and 0 -53742

Dear Mr. Taylor :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you  will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 8. Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

12. Capitalization
Common Stock
Retained Earnings and Dividends, page 178

1. We note the articles of incorporation, indentures,  regulatory limitations and various other
agreements relating to the long -term debt of certain subsidiaries contain provisions that
could restrict your subsidiaries payment of dividends.  Please tell us: (i) the amount of

K. Jon Taylor
FirstEnergy Corp.
FirstEnergy Solutions Corp.
June 14, 2017
Page 2

 restricted net assets of consolida ted subsidiaries and your equity in the undistributed
earnings of investments accounted for by the equity method as of December 31, 2016 and
how you computed the amount; (ii) your consideration of providing the disclosures
required by Rule 4 -08(e)(3)(i) an d (ii) of Regulation S -X; and (iii) your consideration of
providing the condensed financial information prescribed by Rule 12 -04 of Regulation S -
X in accordance with Rule 5 -04 of Regulation S -X.

18. Supplemental Guarantor Information, page 201

2. Please disclose that FG is 100% owned by FES pursuant to Rule 3 -10(c) and (i)(8)(i) of
Regulation S -X.

Form 10 -Q for the Quarterly Period Ended March 31, 2017

Combined Notes to Consolidated Financial Statements

10. Commitments, Guarantees and Contingencies
Environmental Matters, page 40

3. Reference is made the last paragraph on page 41 and first paragraph on page 42 where
you discuss the claim from BNSF and NS, which are the counterparties to the coal
transportation contract covering the delivery of 2.5 million tons annually through 2025.
Please disclose an estimate of the possible loss or range of loss in excess of the amount
accrued or a statement that such an estimate cannot be made.

We remind you that the company and its management are responsible for the  accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Adam Phippen, Staff Accountant,  at (202) 551 -3336, Donna Di Silvio,
Staff Accountant, at (202) 551 -3202  or me at  (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

May 7 , 2014

Via U.S. Mail
James F. Pearson
Chief Financial Officer
FirstEnergy Corp.
76 South Main
Akron, OH 44308

Re: FirstEnergy Corp.
File No. 333 -21011
FirstEnergy Solutions Corp.
File No. 0 -53742
Form 10-K for Fiscal Year Ended December 31, 2013
Filed February 27, 2014

Dear Mr. Pearson :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

CORRESP
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		SECCommentLetterApril2014

VIA EDGAR

May 1, 2014

Mr. William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

        Re:    FirstEnergy Corp.

File No. 333-21011

FirstEnergy Solutions Corp.

File No. 0-53742

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 27, 2014

Dear Mr. Thompson:

This letter is submitted by FirstEnergy Corp. (FirstEnergy or the Company) in response to the comments given by the staff (Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (Commission) contained in the comment letter dated April 17, 2014 to James F. Pearson, Chief Financial Officer of FirstEnergy with respect to FirstEnergy’s Form 10-K for the fiscal year ended December 31, 2013, as filed on February 27, 2014 (2013 Form 10-K).

For your convenience, we have set forth the comment from your letter in bold typeface immediately followed by FirstEnergy’s response. We have also identified any revised disclosures in future filings with italicized and underlined font. Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the 2013 Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Registrant and Subsidiaries, page 47

Results of Operations, page 58

1.Please tell us what consideration you have given to providing disclosures that explain the changes in the income taxes (benefits) related to your segments.  Refer to Item 303(a)(3)(i) of Regulation S-K.

Response:

Item 303(a)(3)(i) of Regulation S-K requires a registrant to describe any unusual or infrequent events or transactions or any significant economic changes that materially affect the amount of income from continuing operations and, in each case, indicate the extent to which income was so affected. In addition, the registrant should describe any other significant components of its revenues or expenses in order to understand its results of operations.

As part of Management’s Discussion and Analysis of Financial Condition and Results of Operations, management provides a Summary of Results of Operations by Segment that highlights the material changes year over year.  As part of this analysis, management considers the impact of changes in income taxes (benefits) in the context of the year over year changes in income (loss) from continuing

1

operations for each segment.  In each of the periods presented in the 2013 Form 10-K, management did not believe the year over year changes in income taxes (benefits) was material in relation to the total changes in income (loss) from continuing operations by segment and therefore, management concluded that no additional disclosure was necessary in order to understand the financial condition, changes in financial condition and results of operations of each segment.

Contractual Obligations, page 86

2.Please tell us your consideration of including a discussion of long-term liabilities excluded from the table of contractual obligations.

Response:

Management prepared the summary of FirstEnergy’s contractual obligations to provide an estimate, as of December 31, 2013, of the cash requirements arising from contractual payment obligations.  In accordance with Item 303(a)(5) of Regulation S-K and Section 9240.7 of the U.S. Securities and Exchange Commission Division of Corporation Finance Financial Reporting Manual, management should apply judgment in determining what items should be included or excluded from the table and accompanying footnotes should describe the nature of items excluded and why they are so omitted from such table.

Management considered items that have been excluded from the table based on management’s judgment and identified certain cash outlays from power purchase contracts entered into by the Utilities, which represent a material purchase. A note was included under the contractual obligations table identifying the nature and expected cash outlays of this exclusion.  Other long term liabilities excluded from FirstEnergy’s table of contractual obligations primarily include non-cash related items, such as deferred tax liabilities or liabilities not subject to specified legal contracts. Management concluded, given the nature of these liabilities, that no additional disclosure was necessary.

In future filings, management will provide disclosure of other long term liabilities that are excluded from the contractual obligations table and describe the nature of these items and why they are excluded from the table substantially in the following form:

The table above excludes regulatory liabilities (see Note 15. Regulatory Matters), asset retirement obligations (see Note 14. Asset Retirement Obligations), reserves for litigation, injuries and damages, environmental remediation, and annual insurance premiums, including nuclear insurance (see Note. 16 Commitments, Guarantees and Contingencies) since the amount and timing of the cash payments are uncertain.  The table also excludes accumulated deferred income taxes and investment tax credits since cash payments for income taxes are determined based primarily on taxable income for each applicable fiscal year.

2

Critical Accounting Policies and Estimates, page 107

Goodwill, page 109

3.Please tell us and disclose in future filings whether the fair value of your Competitive Energy Services segment is substantially in excess of carry value or are at risk of failing step one of the impairment test.  If the reporting unit is at risk of failing step one of the impairment test please consider disclosing the following information:

•

 The percentage by which fair value exceeded carrying value at the date of the most recent test;

•

 The amount of goodwill allocated to the reporting unit;

•

 How the key assumptions used in the discounted cash flow analysis were determined; and

•

 A discussion of the degree of uncertainty associated with the key assumptions, including specifics to the extent possible.

Response:

Management tests for possible impairment of goodwill on an annual basis as of July 31 and at any other time if an event occurs or circumstances change that would indicate that the fair value of the reporting unit is likely to have decreased below its carrying amount. In our most recent analysis, it was determined that the fair value of the Competitive Energy Services segment was substantially in excess of its carrying value as of July 31, 2013.

Although the fair value of the Competitive Energy Services segment was substantially in excess of its carrying value, management disclosed the factors that led to the quantitative assessment as well as changes in key assumptions, such as continued weak economic conditions, lower than forecasted power and capacity prices, and revised environmental requirements, that could negatively impact future goodwill assessments.

We acknowledge the Staff’s comment and, in future filings, if we are at risk of failing step one, we will include those disclosures noted in your comment above. In response to the second bullet of your comment above, we respectfully note that we included disclosures of goodwill by segment in Note 1, Organization and Basis of Presentation, on page 133 of our 2013 Form 10-K.

Item 8.  Financial Statements and Supplementary Data, page 115

Consolidated Statements of Cash Flows, page 123

4.Please tell us your basis in GAAP for your presentation of the make-whole premiums and tender premiums paid on debt redemptions. Please ensure your response addresses instances where the premiums are included in the loss on debt redemptions recorded in operating activities and your classification of tender premiums paid on debt redemptions as financing activities.

Response:

As described in Note 12, Capitalization, beginning on page 173 of our 2013 Form 10-K, FirstEnergy had several capital markets transactions during the year ended December 31, 2013. Those impacting our presentation of make-whole premiums paid on debt redemptions and tender premiums paid in connection with certain debt tender offers in the Statement of Cash Flows are as follows:

3

A.

 March 2013, tender offers by FES and AE Supply to repurchase $369 million and $294 million, respectively, of senior notes resulting in a loss of $119 million, including tender premiums paid of $110 million and $9 million of other expenses, of which $117 million was included in the caption “Loss on debt redemption”.

B.

 April 2013, FES redemption of $400 million of senior notes resulting in a loss of $32 million, including $31 million of make whole premiums paid and $1 million of other expenses, which was included in the caption “Loss on debt redemption”.

C.

 June 2013, the Ohio Companies’ redemption of $410 million of taxable debt, including $30 million of make-whole premiums that were deferred as a regulatory asset under ASC 980-470-40-1, which states that the difference between the entity’s net carrying amount of the extinguished debt and the reacquisition price may be amortized as an adjustment of interest over some future period.

D.

 August 2013, the Ohio Companies’ redemption of $660 million of long term debt, including $120 million of make-whole premiums that were deferred as a regulatory asset and will be amortized over the original life of the redeemed debt.

E.

 November and December 2013, MP, PN, and ME collectively redeemed $670 million of senior notes, incurring $6 million of make-whole premiums that were deferred as regulatory assets and will be amortized over the original life of the redeemed debt.

Furthermore, as described in Note 10, Derivative Instruments, in connection with the redemptions of senior notes by FES, PN, and ME, $17 million of unamortized gains associated with fixed for floating interest rate swaps held by FE were included in the caption “Loss on debt redemption”.

As a result of the above capital markets transactions, FirstEnergy recorded a loss on debt redemption of $132 million in the year ended December 31, 2013, as reported in the Consolidated Statement of Income in the 2013 Form 10-K. The loss on debt redemption included amounts from bullets A and B listed above, and the $17 million of unamortized gains associated with the fixed for floating swaps held by FE.

In order to simplify the presentation of the loss on debt redemption and the cash outflows associated with the contractual make-whole premiums and the tender premiums paid, FirstEnergy included the loss on debt redemptions of $132 million as reported in the Consolidated Statement of Income, as an adjustment to reconcile net income to net cash provided from operating activities in the Statement of Cash Flows.

FirstEnergy then classified the $187 million of contractual make-whole premiums paid (bullets B, C, D and E listed above) as a cash outflow from operating activities in accordance with ASC 230-10-45-17(d), which states that cash payments to lenders and other creditors for interest should be considered a cash outflow from operating activities.  Since these make-whole premiums represent an adjustment of the debt’s effective interest rate and do not represent repayments of amounts borrowed, management concluded that the $187 million should be classified as a cash outflow from operating activities.

Finally, FirstEnergy classified the $110 million of tender premiums paid (bullet A listed above) as a cash outflow from financing activities.  Management viewed the tender premiums differently than the make-whole premiums discussed above as the premiums paid to extinguish the FES and AE Supply senior notes were not explicitly stated in the debt agreements and were negotiated in order to repurchase the senior notes from the current debt holders.  Management concluded that the tender premiums were not interest payments and should be classified as a financing activity under ASC 230-10-45-28(b), which states that gains and losses on extinguishment of debt relate to financing activities.

4

Combined Notes to Consolidated Financial Statements, page 129

1. Organization and Basis of Presentation, page 129

Accounting for Effects of Regulation, page 129

5.Please tell us and consider disclosing the specific nature and basis for deferral of transmission, generation and distributions costs recorded as regulatory assets.

Response:

As of December 31, 2013, the Deferred Transmission Costs regulatory asset consisted of transmission costs billed to ME and PN during the period from January 1, 2006 to January 10, 2007 by the PJM Interconnection, LLC pursuant to the PJM open access tariff.  ME and PN were authorized to recover those costs as a component of their respective Default Service Support riders and rates billed to customers under the provisions of these riders.  Also, included in the Deferred Transmission Costs regulatory asset are incurred costs by certain of FirstEnergy’s transmission subsidiaries that are approved for recovery by FERC under their respective formula rate mechanisms.

As of December 31, 2013, the Deferred Generation Costs regulatory asset principally related to incurred costs by certain of FirstEnergy’s distribution subsidiaries associated with providing generation services under Commission approved plans, including generation related costs associated with the Ohio Companies 2006 Rate Certainty Plan as well as other default service plans throughout our different state jurisdictions.  All amounts have been authorized for recovery by the applicable state commissions.

The balance in Deferred Distribution Costs is principally related to the Ohio Rate Certainty Plan, which allowed the Ohio Companies to defer and subsequently recover certain eligible expenses resulting from distribution and reliability expenditures that were determined to be in excess of amounts included in distribution-related base rates. The Ohio Companies were granted recovery by the PUCO effective January 2006.

Respectfully, we do not believe that the disclosure of the specific nature and basis of our deferral of costs as regulatory assets, beyond our current disclosure, including the disclosures in Note 15, Regulatory Matters, would be meaningful to investors.

6.Please tell us your basis in GAAP for netting regulatory assets and liabilities based on federal and state jurisdiction.  Additionally, tell us why you have netted nuclear decommissioning and spent fuel disposal costs and asset removal costs against regulatory assets for the periods presented.

Response:

The presentation of regulatory assets and liabilities on the balance sheet is primarily dependent on the regulatory jurisdiction for which rates are being collected or refunded, as well as the method and timing of recovery.

ASC 210-20-45-1 provides relevant guidance in assessing whether regulatory assets and liabilities within a specific jurisdiction may be offset, when all of the following conditions have been met:

a. Each of the two parties owes the other determinable amounts.

b. The reporting party has the right to offset the amount owed with the amount owed by the other party.

5

c. The reporting party intends to offset.

d. The right of offset is enforceable at law.

Management historically has concluded that a right of offset exists for each operating company based on federal and state jurisdictions, primarily as regulatory assets and liabilities, which by their nature are determinable amounts, are recovered from and refunded to the same party (i.e. customer base) under one customer rate which is enforceable under the laws of each of the states FirstEnergy serves by the authorization of a regulatory order from state or federal regulated agencies. Additionally, in certain cases, Utility Commissions in FirstEnergy’s regulatory jurisdictions have offset regulatory liabilities against regulatory assets in their rate orders

April 17, 2014

Via U.S. Mail
James F. Pearson
Chief Financial Officer
FirstEnergy Corp.
76 South Main
Akron, OH 44308

Re: FirstEnergy Corp.
File No. 333 -21011
FirstEnergy Solutions Corp.
File No. 0 -53742
Form 10-K for Fiscal Year Ended December 31, 2013
Filed February 27, 2014

Dear Mr. Pearson :

We have reviewed your filing 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 ten business days by amending your filing , by
providing the requested information, or by advising us when you will provide the requested
response.   If you do no t believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to these  comments,  we may have  additional comments.

Form 10 -K for Fiscal Y ear Ended December 31, 20 13

Item 7.  Management’s Discussion and Analysis of Registrant and Subsidiaries, page 47

Results of Operations, page 58

1. Please tell us what consideration you have given to providing disclosures that explain the
changes in the income taxes (benefits) related to your segments.  Refer to Item
303(a)(3)(i) of Regulation S -K.

James F. Pearson
FirstEnergy Corp.
April 17, 2014
Page 2

Contractual Obligations, page 86

2. Please tell us your consideration of including a dis cussion of long -term liabilities
excluded from the table of contractual obligations.

Critical Accounting Policies and Estimates, page 107

Goodwill, page 109

3. Please tell us and disclose in future filings whether the fair value of your Competitive
Energy Services segment is substantially in excess of carry value or are at risk of failing
step one of the impairment test.  If the reporting unit is at risk of failing step one of the
impairment test please consider disclosing the following information:

 The percentage by which fair value exceeded carr ying value at the date of the most
recent test ;

 The amount of goodwill allocated to the reporting unit;

 How the key assumptions used in  the discounted cash flow analysis were determined;
and

 A discussion of the degree of uncertainty associated with the key assumptions,
including specifics to the extent possible.

Item 8.  Financial Statements and Supplementary Data, page 115

Consolidate d Statements of Cash Flows, page 123

4. Please tell us your basis in GAAP for your presentation of the make -whole premiums and
tender premiums paid on debt redemptions.  Please ensure your response address es
instances where the premiums are included in the l oss o n debt redemptions recorded in
operating activities and your classification of tender premiums paid on debt redemptions
as financing activities.

Combined Notes to Consolidated Financial Statements, page 129

1.  Organization and Basis of Presentation , page 129

Accounting for Effects of Regulation, page 129

5. Please tell us and consider disclosing the specific nature and basis for deferral of
transmission, generation and distributions costs recorded as regulatory assets.

James F. Pearson
FirstEnergy Corp.
April 17, 2014
Page 3

6. Please tell us your basis in GAAP for netting regulatory assets and liabilities based on
federal and state jurisdiction.  Additionally, tell us why you have netted nuclear
decommissioning and spent fuel disposal costs and asset removal costs against regulatory
assets for the periods p resented.

Property, Plant and Equipment, page 131

7. Please tell us your consideration of disclosing the major classes of property, plant and
equipment included in Regulated Distribution, Regulated Transmission, Competitive and
Other/Corporate segments.  Re fer to ASC 360 -10-50-1.

3. Pensions and Other Postemployment Benefits, page 137

8. Please tell us the nature of the differences in the noncurrent liabilities reflected in the
table on page 138 and retirement benefits presented in the balance sheets for the  periods
presented.

9. Please tell us your consideration of disclosing the components of the net benefit cost
recognized related to FES and how you allocate the assets, liabilities and expense to FES.
Refer to ASC 715 -20-50.

9. Fair Value Measurements, p age 159

Investments, page 164

10. Please tell us why you excluded emission allowances, employee benefit trusts and cost
and equity method investments from the disclosures.

10. Derivative Instruments, page 165

11. Please disclose location and amount of the gain s and losses on derivative instruments for
FES.  Refer to ASC 815 -10-50-4A through E.

16. Commitments, Guarantees and Contingencies, page 188

Hazardous Air Pollutant Emissions, page 192

12. With respect to the coal transportation agreements associated with the deactivated plants
and unresolved aspects of the transportation agreements, please either disclose an
estimate of the reasonably possible range of loss, or state that such an estimate cannot be
made.  Refer to ASC 450 -20-50-4.

James F. Pearson
FirstEnergy Corp.
April 17, 2014
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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 Tony Watson, Accountant,  at (202) 551 -3318  if you have questions
regarding our comments.  Please contact me at (202) 551 -3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

September 26, 2013

Via E -mail
Anthony J. Alexander
President and Chief Executive Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308

Re: FirstEnergy Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
File No. 333 -21011

Dear Mr. Alexander :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Th ompson
Accounting Branch Chief

cc:  K. Jon Taylor
 Vice President, Controller and Chief Accounting Officer

CORRESP
1
filename1.htm

		SEC Comment Letter September 2013

VIA EDGAR

September 19, 2013

Mr. William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

        Re:    FirstEnergy Corp.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 25, 2013

File No. 333-21011

Dear Mr. Thompson:

This letter is submitted by FirstEnergy Corp. (FirstEnergy or the Company) in response to the comments given by the staff (Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (Commission) contained in the comment letter dated September 10, 2013 to Anthony J. Alexander, Chief Executive Officer of FirstEnergy with respect to FirstEnergy’s Form 10-K for the fiscal year ended December 31, 2012, as filed on February 25, 2013 (2012 Form 10-K).

For your convenience, we have set forth the comment from your letter in bold typeface immediately followed by FirstEnergy’s response.  Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the 2012 Form 10-K.

Item 8. Financial Statements and Supplementary Data, page 117

Combined Notes to Consolidated Financial Statements, page 142

Note 11. Capitalization, page 181

Common Stock, page 181

Retained Earnings and Dividends, page 181

1.We note the articles of incorporation, indentures, regulatory limitations and various other agreements relating to the long-term debt of certain subsidiaries contain provisions that could restrict your subsidiaries payment of dividends.  Please tell us: (i) the amount of restricted net assets of consolidated subsidiaries and your equity in the undistributed earnings of investments accounted for by the equity method as of December 31, 2012 and how you computed the amount; (ii) your consideration of providing the disclosures required by Rule 4-08(e)(3)(i) and (ii) of Regulation S-X; and (iii) your consideration of providing the condensed financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X.

Response:

(i) The amount of restricted net assets of consolidated subsidiaries and FirstEnergy's equity in the undistributed earnings of investments accounted for by the equity method was $2.304 billion, or 18% of the consolidated net assets of FirstEnergy as of December 31, 2012.

FirstEnergy's computation of restricted net assets is consistent with the requirements of Rule 4-08 of Regulation S-X, which determines the amount of FirstEnergy's proportionate share of net assets, after intercompany eliminations, reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of each fiscal year which may not be transferred to FirstEnergy, in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party.  The computation is conducted for each consolidated and unconsolidated subsidiary and includes specific limitations or restrictions arising under the articles of incorporation, indentures, regulatory limitations, and various other agreements relating to the long-term debt of each subsidiary.

Specific third party limitations or restrictions considered in the computation as of December 31, 2012 were as follows:

•Under the Federal Power Act it is unlawful for any officer or director of any public utility "to participate in the making or paying of any dividends of such public utility from any funds properly included in the capital account."  The Federal Energy Regulatory Commission (FERC) has interpreted this provision to allow dividends to be paid as long as the source of the dividend is clearly disclosed, the dividend is not "excessive," and there is no self dealing on the part of corporate officials.   Dividends are not considered "excessive" as long as they are payable out of, and do not exceed retained earnings.  However, as disclosed in Note 11 of the Combined Notes to the Consolidated Financial Statements in FirstEnergy's 2012 Form 10-K, certain subsidiaries have authorization from the FERC to pay cash dividends to FirstEnergy from paid-in capital accounts as long as their FERC-defined equity to total capitalization ratio remains above 35%, 45% or 50%, as applicable.

•As disclosed on page 77 of FirstEnergy's 2012 Form 10-K within the Capital Resources and Liquidity section of Management's Discussion and Analysis of Registrant and Subsidiaries, FirstEnergy's revolving credit facilities contain financial covenants requiring each borrower to maintain a consolidated debt to total capitalization ratio of no more than 65%, or in some instances 70% depending on the subsidiary, as measured at the end of each fiscal quarter.

•The first mortgage bond indenture of one of FirstEnergy's subsidiaries requires it to maintain a minimum balance within retained earnings, limiting its ability to pay dividends to FirstEnergy.

Other limitations or restrictions were considered in the computation but were not as restrictive as those noted above.

(ii) The disclosures required by Rule 4-08(e)(3)(i) and (ii) of Regulation S-X are required if the restricted net assets of consolidated and unconsolidated subsidiaries and the parent's equity in the undistributed earnings of 50% or less owned persons accounted for by the equity method together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. FirstEnergy's restricted net assets of consolidated and unconsolidated subsidiaries and its equity in the undistributed earnings of 50% or less owned persons accounted for by the equity method were $2.304 billion, or 18% of consolidated net assets as of December 31, 2012, therefore disclosure under Rule 4-08(e)(3)(i) and (ii) of Regulation S-X was not required.

 2

(iii) The condensed financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X are required when the restricted net assets of consolidated subsidiaries exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. FirstEnergy's restricted net assets of consolidated subsidiaries were $2.304 billion, or 18% of consolidated net assets as of December 31, 2012, therefore the condensed financial information prescribed by Rule 12-04 of Regulation S-X in accordance with Rule 5-04 of Regulation S-X was not required.

FirstEnergy, to the extent applicable, acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosures in the filing referred to above;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing referred to above; and

•

 it 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.

If you have any questions regarding our response to staff comments, or need any additional information, please do not hesitate to call me at (330) 384-5296.

Sincerely,

/s/ K. Jon Taylor

K. Jon Taylor

Vice President, Controller and Chief Accounting Officer

 3

September 10, 2013

Via E -mail
Anthony J. Alexander
President and Chief Executive Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308

Re: FirstEnergy Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 25, 2013
File No. 333 -21011

Dear Mr. Alexander :

We have reviewed your filing and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand  your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to this comment , we may have  additional comments .

Item 8. Financial Statements and Supplementary Data, page 117

Combined Notes to Consolidated Financial Statements, page 142

Note 11. Capitalization, page 181

Common Stock, page 181

Retained Earnings and Dividends, page 181

1. We note the articles of incorporation, indentures, regulatory limitations and various other
agreements relating to the long -term debt of certain subsidiaries contain provisions that
could restrict your subsidiaries payment of dividends.  Please tell us : (i) th e amount of
restricted net assets of consolidated subsidiaries and your equity in the undistributed
earnings of investments accounted for by the equity method as of December 31, 2012 and
how you computed the amount; (ii) your consideration of providing the  disclosures

Anthony J. Alexander
FirstEnergy Corp.
September 10, 2013
Page 2

 required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X; and (iii) your consideration of
providing the condensed financial information prescribed by Rule 12 -04 of Regulation S -
X in accordance with Rule 5 -04 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its m anagement 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 comment , please provide  a written statement from the company
acknowl edging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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 Adam Phippen, Staff Accountant , at (202) 551 -3336  or Jason
Niethamer, Assistant Chief Accountant , at (202) 551 -3855  if you have questions regarding our
comment.  Please contact me at (202) 551 -3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  K. Jon Taylor
 Vice President, Controller and Chief Accounting Officer

October 15, 2012

Via E -mail
Anthony Alexander
President and Chief Executive Officer
FirstEnergy Corp.
76 South Main Street
 Akron, Ohio 44308

Re: FirstEnergy Corp .
 FirstEnergy Solutions Corp.
 Ohio Edison Company
 The Cleveland Electric Illuminating Company
 The Toledo Edison Company
 Jersey Central Power & Light Company
 Metropolitan Edison Company
 Pennsylvania Electric Company
 Form 10-K for the F iscal Year Ended  December 31, 2011
Filed February 28 , 201 2
File No s. 333-21011, 0 -53742, 1 -02578, 1 -02323, 1 -03583,  1-03141, 1 -00446,
and 1 -03522

Dear Mr. Alexander :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

		SEC Comment Letter 10-1-12

VIA EDGAR

October 1, 2012

Mr. Andrew D. Mew

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

        Re:    FirstEnergy Corp.

FirstEnergy Solutions Corp.

Ohio Edison Company

The Cleveland Electric Illuminating Company

The Toledo Edison Company

Jersey Central Power & Light Company

Metropolitan Edison Company

Pennsylvania Electric Company

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 28, 2012

File Nos. 333-21011, 0-53742, 1-02578, 1-02323, 1-03583, 1-03141, 1-00446,

and 1-03522

Dear Mr. Mew:

This letter is submitted by FirstEnergy Corp. (FirstEnergy or the Company) and each of the other registrants listed above (each a Registrant) in response to the comments given by the staff (Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (Commission) contained in the comment letter dated September 19, 2012 to Anthony J. Alexander, Chief Executive Officer of FirstEnergy Corp. (FirstEnergy) with respect to FirstEnergy’s Form 10-K as filed on February 28, 2012 (2011 Form 10-K).

For your convenience, we have set forth each comment from your letter in bold typeface immediately followed by FirstEnergy’s response on behalf of it and each of the other Registrants, to the extent applicable.  Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the 2011 Form 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2011

General

1.

 Our review encompassed the parent company, and other subsidiary registrants listed on the facing page of your Form 10-K.  In the interests of reducing the number of comments, we have not addressed each registrant with a separate comment.  To the extent a comment is applicable to more than one registrant; please address the issue separately for the affected reporting subsidiary.

Response:

We acknowledge the Staff’s comment and advise you that in our responses below we have, where applicable, referenced FirstEnergy and/or the applicable Registrant.

Item 7.  Management's Discussion and Analysis of Registrant and Subsidiaries, page 45

2.

 Tell us what consideration you gave to providing insight into the long term variability of your revenue and net income.  In this regard, it appears sensitivity analysis could be provided with respect to how changes in wholesale power prices impact your revenue and profitability.  We understand hedging strategies could mitigate some of the adverse changes in power prices, although it remains unclear from your disclosure how changes in power prices affect your revenue and profitability.

Response:

We consider and disclose many factors that could impact the long-term variability of our revenue and net income with respect to generation sales of our Competitive Energy Services segment and our subsidiary registrant FirstEnergy Solutions Corp. (FES).  Disclosures in our 2011 Form 10-K in Item 1A – Risk Factors, “Risks Related to Business Operations” including “– Changes in Commodity Prices Could Adversely Affect Our Profit Margins” and Item 7 – Management’s Discussion and Analysis of Registrant and Subsidiaries, discuss key factors impacting our profitability, such as depressed natural gas and electricity prices, as well as risk management policies to mitigate risk inherent in the energy market.  Additionally, in Item 7 we disclosed our strategy and outlook, including key earnings drivers – positive and negative – for 2012, such as higher competitive retail revenues resulting from continued growth in the business and lower margins from our competitive energy services business from depressed market prices of power and lower capacity prices resulting from the PJM RPM auction beginning June 1, 2012.

Generation revenues of our Competitive Energy Services segment and our subsidiary FES consist primarily of POLR and Structured, Direct and Government Aggregation, and, to balance the sales portfolio with our generation, wholesale sales.  The long term variability of these revenues is driven by a number of factors, only one of which is wholesale power prices.  For example, POLR sales, representing sales to an EDC’s customers at the EDC’s default service rate, are priced through a competitive bidding process.  Government Aggregation pricing is generally based on a percentage off an EDC’s default service rate, which may include regulatory recovery mechanisms.  Other prices are based on the delivery cost to the end customer, taking into account capacity charges, ancillary and other RTO services, as well as risk premiums associated with customer consumption.  Additionally, existing contract sales terms at a particular point in time will have a significant impact to future revenue.  For instance, a large portion of our Direct sales are at fixed prices, whereas Government Aggregation sales may float as a percentage off the EDC’s default service rate, both with varying contract terms.  Because of the multiple factors impacting future revenues, we respectfully submit that a sensitivity analysis addressing changes in wholesale power prices alone would not be meaningful to readers of our financial information.

We do, however, respectfully acknowledge the Staff’s comment and in future filings, beginning with our Form 10-Q for the period ended September 30, 2012, we will expand our disclosure with respect to both the Competitive Energy Services segment of FirstEnergy and the Registrant, FES, to provide further insight into the long term variability of our competitive generation revenue and net income as follows:

The Competitive Energy Services segment and FES derive their revenues from the sale of generation to Direct and Government Aggregation, POLR and Structured, and wholesale customers.  We are exposed to various market and financial risks, including the risk of price fluctuations in the wholesale power markets.  Wholesale power prices may be impacted by the prices of other commodities, including coal and natural gas, and energy efficiency and demand response programs, as well as regulatory and legislative actions, such as CSAPR and MATS among other factors.

2

We attempt to mitigate the market risk inherent in our energy position by economically hedging our exposure and continuously monitoring various risk measurement metrics to ensure compliance with our risk management policies.

The Competitive Energy Services segment and FES economically hedge exposure to price risk on a ratable basis, which is intended to reduce the near-term financial impact of market price volatility.  As of September 30, 2012, the percentage of expected physical sales economically hedged was 96% for 2012 (out of 104 million MWHs) and 72% for 2013 (out of 112 million MWHs).

3.

 Notwithstanding the preceding comment, explain to us and disclose how depressed power prices might impact your decision to operate, or not operate, your generating plants, and the related affect this could have on your results of operations.

Response:

We consider a variety of factors, including wholesale power prices, in our decision to operate, or not operate, a generating plant.  If wholesale power prices represent a lower cost option, we may elect to fulfill our load obligation through purchasing electricity in the wholesale market as opposed to operating a generating plant.  The effect of this decision on our results of operations would be to displace higher per unit fuel expense with lower per unit purchased power.

As disclosed in the Combined Notes to the Consolidated Financial Statements – Note 1 and Note 11 in the 2011 Form 10-K, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such an asset may not be recoverable.  In addition, see our disclosure in Item 1A – Risk Factors under the heading “We May Recognize Impairments of Recorded Goodwill or of Some of Our Long-Lived Assets, Which Would Result in Write-Offs of the Impaired Amounts” where we address the impact that “market prices for power” may have on such impairment determinations.  To the extent that depressed power prices indicate that a long-term asset may not be recoverable, an impairment review would be performed, the results of which may impact our results of operations and disclosures.

In future filings, commencing with our Form 10-Q for the period ended September 30, 2012, we will expand our disclosure to include the following:

We consider a variety of factors, including wholesale power prices, in our decision to operate, or not operate, a generating plant.  If wholesale power prices represent a lower cost option, we may elect to fulfill our load obligation through purchasing electricity in the wholesale market as opposed to operating a generating plant.  The effect of this decision on our results of operations would be to displace higher per unit fuel expense with lower per unit purchased power.

4.

 We note the disclosure on page 35 of your June 30, 2012 Form 10-Q that the NJBPU ordered JCP&L to file a base rate case using a historical 2011 test year on or before November 1, 2012.  Please tell us and disclose the effect of a potential reduction in return on equity on your pretax earnings.  If you believe a reduction in your authorized return on equity is remote given the Division of Rate Counsel's Petition and the NJBPU's subsequent action, please explain to us the reason(s) for your belief.  To the extent a sensitivity analysis given a certain percentage basis point reduction in return on equity could be useful, we encourage its presentation.  Lastly, please consider incorporating into your disclosure the authorized and actual returns on equity for each of your regulated utility subsidiaries for the past three years.

3

Response:

While we cannot say that a reduction in JCP&L’s authorized return on equity is remote, we do believe that a significant reduction is reasonably unlikely because returns granted in rate cases in New Jersey and other jurisdictions have generally been at or above the authorized return on equity for JCP&L.  We advise the Staff that in JCP&L’s last rate case with rates effective June 2005, the rate base upon which rates were determined was $2.08 billion.  The authorized return on equity was 9.75% with an assumed equity to total capital structure of 46%.  Assuming that the rate base and capital structure ratio remain the same, every 25 basis point change in the return on equity changes net income of JCP&L and FirstEnergy by approximately $2 million (approximately $4 million pretax), which is less than 2 percent of JCP&L’s annual net income.  Although we cannot predict the return on equity that the New Jersey BPU may grant in our upcoming rate case that will be filed on or before November 1, 2012, we expect to support a return on equity in our filing that is in excess of 9.75%.

Lastly, we do not believe that disclosure of authorized and actual returns on equity for each of our utility subsidiaries for the past three years would be useful to the readers of our SEC filed reports.  For example, GAAP returns for the regulated utilities do not represent the authorized regulated jurisdictional returns and when compared, they could be misleading to investors because the basis for calculating the authorized returns differs among the jurisdictions in which the utility subsidiaries operate.  Providing regulated returns would require many assumptions about how various state regulatory commissions would treat the numerous accounting and operating issues that may be unique within each commission’s regulatory process for determining returns.

Item 8.  Financial Statements and Supplementary Data, page 129

16.  Commitments, Guarantees, and Contingencies, page 245

5.

 Refer to the disclosure in your filing related to the CAA Compliance matters where you state "[F]irst Energy intends to vigorously defend against the CAA matters discussed above but cannot predict the outcome or estimate the possible loss or range of loss."  We note that several of the CAA Compliance matters have been ongoing for an extended period of time.  In this regard, we are unclear on why you cannot reasonably estimate a loss or range of loss for these matters.  Please advise us and update your disclosure as necessary.

Response:

With respect to the CAA Compliance matters, we respectfully submit that following the guidance under ASC 450, FirstEnergy and the applicable Registrants quarterly evaluate the status of the legal and regulatory proceedings in which they are involved to evaluate whether accruals are appropriate and to determine whether they can reasonably estimate the possible loss or range of possible loss for the matters referenced in the Staff’s comment.  As part of this evaluation, FirstEnergy and the applicable Registrants consider, among other things, the nature of the litigation or claim, its status at the time of the filing of the applicable periodic report, the opinion or views of our outside defense counsel and other advisers, our past experience in similar matters and the experience of other entities within our industry by reference to, among other things, court rulings or administrative decisions in similar cases.  FirstEnergy and the applicable Registrants followed the guidance under ASC 450 with respect to these CAA Compliance matters referenced in our disclosures in evaluating the appropriate accounting treatment and our disclosure obligations.

We respectfully submit that no reasonably possible losses were estimable for any of these CAA Compliance matters at the time the filing was made, notwithstanding that certain of these matters have been ongoing for an extended period of time.  The eventual outcome of these legal or regulatory proceedings is difficult to predict, particularly where the proceeding is in its early

4

procedural stages, such as requests for information, or where claimants seek indeterminate damages.  As a result, judgments about the outcome, timing and potential loss relating to proceedings are difficult to make and are subject to risks and uncertainties that could cause actual results to be materially different from those we predict. Consequently, no accrual of liability has been established for any of the various matters listed under CAA Compliance.

We advise the Staff that with respect to one of the oldest matters referenced (December 2007) the U.S. District Court for the Eastern District of Pennsylvania ruled that FirstEnergy has no liability under the CAA for the Portland Station (except for a potential immaterial amount of civil penalties) and, similarly, the U.S. District Court for the Western District of Pennsylvania held that FirstEnergy has no CAA liability for the Homer City Station.  In another matter dating back to June 2005, the U.S. District Court for the Western District of Pennsylvania conducted a liability phase trial two years ago but has not issued a ruling regarding liability, if any, under the CAA for the Armstrong, Hatfield's Ferry and Mitchell Stations.

The CAA Compliance section also discusses various dated administrative actions taken by EPA including the issuance of findings of violation, notices of violation or information requests under the CAA.  None of these administrative actions constitutes an enforcement action much less an indication of potential liability, either administrative, civil or criminal, against FirstEnergy.  It has been our experience that these administrative actions may never proceed to actual enforcement regarding CAA Compliance and consequently it is not possible to estimate a loss or range of loss for these matters.  However, due to the potential for these types of administrative actions by EPA to escalate into enforcement actions regarding CAA Compliance, and having due regard for the requirements of Instruction 5 to Item 103 of Re

September 19, 2012

Via E -mail
Anthony Alexander
President and Chief Executive Officer
FirstEnergy Corp.
76 South Main Street
 Akron, Ohio 44308

Re: FirstEnergy Corp .
 FirstEnergy Solutions Corp.
 Ohio Edison Company
 The Cleveland Electric Illuminating Company
 The Toledo Edison Company
 Jersey Central Power & Light Company
 Metropolitan Edison Company
 Pennsylvania Electric Company
 Form 10-K for the F iscal Year Ended  December 31, 2011
Filed February 28 , 201 2
File No s. 333-21011, 0 -53742, 1 -02578, 1 -02323, 1 -03583,  1-03141, 1 -00446,
and 1 -03522

Dear Mr. Alexander :

We have reviewed your filing and have the following comments.  We have limited our
review to only your  financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

General

1. Our review encompassed the parent company, and the other subsidiary registrants listed
on the facing page of your Form 10 -K.  In the interests of reducing the number of
comments, we have not addressed each registrant with a separate comment.   To the

Anthony Alexander
FirstEnergy Corp.
 September 19, 2012
 Page 2

 extent a comment is applicable to more than one registrant; please address the issue
separately for the affected reporting subsidiary.

Item 7. Management’s Discussion and Analysis of Registrant and Subsidi aries, page 45

2. Tell us what consideration you gave to providing insight into the long term variability of
your revenue and net income.  In this regard, it appears sensitivity analysis could be
provided with respect to how changes in wholesale power prices  impact your revenue and
profitability.  We understand hedging strategies could mitigate some of the adverse
changes in power prices, although it remains unclear from your disclosure how changes
in power prices affect your revenue and profitability.

3. Notwithstanding the preceding comment, explain to us and disclose how depressed power
prices might impact your decision to operate, or not operate, your generating plants, and
the related affect this could have on your results of operations.

4. We note the di sclosure on page 35 of your June 30, 2012 Form 10 -Q that the NJBPU
ordered JCP&L to file a base rate case using a historical 2011 test year on or before
November 1, 2012.  Please tell us and disclose the effect of a potential reduction in return
on equity on your pretax earnings.  If you believe a reduction in your authorized return on
equity is remote given the Division of Rate Counsel’s Petition and the NJBPU’s
subsequent action, please explain to us the reason(s) for your belief.   To the extent a
sensit ivity analysis given a certain percentage basis point reduction in return on equity
could be useful, we encourage its presentation.  Lastly, please consider incorporating into
your disclosure the authorized and actual returns on equity for each of your reg ulated
utility subsidiaries for the past three years.

Item 8.  Financial Statements and Supplementary Data, page 129

16. Commitments, Guarantees, and Contingencies, page 245

5. Refer to the disclosure in your filing related to the CAA Compliance matters  where you
state “[F]irst Energy intends to vigorously defend against the CAA matters discussed
above but cannot predict the outcome or estimate the possible loss or range of loss.” We
note that several of the CAA Compliance matters have been ongoing for a n extended
period of time.  In this regard, we are unclear on why you cannot reasonably estimate a
loss or range of loss for these matters.  Please advise us and update your disclosure as
necessary.

19. Segment Information, page 264

6. Please tell us and revise to clarify why disclosures for the 2009 operating segments have
not been reclassified to conform to your current presentation.  Refer to FASB ASC 280 -
10-50-34.

Anthony Alexander
FirstEnergy Corp.
 September 19, 2012
 Page 3

 7. Explain to us and disclose why you have not fully eliminated the internal revenues
recog nized by your competitive energy services operating segment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934  and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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  Robert Babula , Staff Accountant,  at (202) 551 -3339  or Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202  if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3720 with any other
questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

October 18, 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

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

CORRESP
1
filename1.htm

    sec_letter9-29.htm

VIA EDGAR

September 29, 2011

Mr. Jim Allegretto

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 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. 333-2101

Dear Mr. Allegretto:

This letter is written in response to the comments given by the staff (Staff) of the Division of Corporation Finance of the United States Securities and Exchange Commission (Commission) contained in the comment letter dated August 23, 2011 (re-issued September 15, 2011) to Anthony J. Alexander, Chief Executive Officer of FirstEnergy Corp. (FirstEnergy) with respect to FirstEnergy’s Form 10-K as filed on February 16, 2011 (2010 Form 10-K), FirstEnergy’s Form 10-Q as filed on August 2, 2011 (Second Quarter Form 10-Q) and  FirstEnergy’s Definitive Proxy Statement as filed on April 1, 2011 (2011 Proxy Statement).

For your convenience, we have set forth each comment from your letter in bold typeface immediately followed by FirstEnergy’s response.  Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the 2010 Form 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2010

Financial Statements, page 140

Consolidated Statements of Common Stockholders’ Equity, page 142

1.

We note the existence of a non-controlling interest in your capital structure.  Please tell us whether you considered disclosing the amounts of consolidated net income and consolidated comprehensive income attributable 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 carrying 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 810-10-50-1A(c).

Response:

FirstEnergy has disclosed the loss attributable to the non-controlling interest in its consolidated statements of income for all periods presented.  Such losses were $24 million, $16 million and $3 million for 2010, 2009 and 2008, respectively. FirstEnergy has also disclosed the balance of the non-controlling interest in its consolidated balance sheets.  The non-controlling interest was a debit balance of $32 million and $2 million and total equity was $8,513 million and $8,557 million as of December 31, 2010 and 2009, respectively.

FirstEnergy has not separately disclosed the amounts of consolidated net income and consolidated comprehensive income attributable to both controlling and non-controlling interest in a consolidated statement of equity due to the insignificance of the amounts relating to the non-controlling interest and the fact that no items in other comprehensive income have been attributable to the non-controlling interest.  Similarly, FirstEnergy has not provided a reconciliation of the beginning and ending balance of the non-controlling interest because of the insignificance of such interest and the fact that the changes in the equity of the non-controlling interest have consisted of net income attributable to the non-controlling interest (which is disclosed on the face of the consolidated statement of income) and minor equity distributions.

Note 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 potentially 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 periods presented.  Refer to ASC 260-10-50-1.

Response:

There were no potentially dilutive securities excluded from the diluted EPS calculation for the years ended December 31, 2009 and 2008. The diluted EPS calculation for the year ended December 31, 2010 excluded 1,470,501 shares of FirstEnergy common stock underlying outstanding stock options and 266,281 shares of restricted stock because the inclusion of these shares in the calculation would have been antidilutive. FirstEnergy did not disclose the amount of potentially dilutive securities excluded from its diluted EPS calculation because the number of such securities was not significant compared to the weighted average number of outstanding shares (approximately 305 million shares) used in the diluted EPS calculation for 2010. In future filings, FirstEnergy will disclose the amount of potentially dilutive securities excluded from the calculation of diluted EPS or will include a statement that such amounts were not material.

Note 3.  Pension and Other Postretirement Benefit Plans, page 185

3.

Please tell us whether you considered providing disclosure of the beginning and ending balances of the benefit obligation and fair value of plan assets for FES and the Utilities.  Please refer to 715-20-50-1.  Please tell us your basis for exclusion.

Response:

FirstEnergy’s pension and other postretirement benefit (OPEB) plans are neither multiemployer nor multiple-employer plans.  However, because the pension and OPEB costs and funded status are components of cost recovery in the rate regulated jurisdictions in which FirstEnergy's utility subsidiary registrants operate, each subsidiary registrant is allocated a portion of the net periodic costs of the plans and is also allocated a portion of the fair value of plan assets and benefit obligations.

2

We provide all disclosures required under 715-20-50-1 for the FirstEnergy pension and OPEB plans in FirstEnergy’s consolidated financial statements.  In addition, we disclose net periodic pension and OPEB costs and the net pension and OPEB asset (liability) recorded by each subsidiary registrant.  We do not believe that the additional disclosure of the allocated amounts of the fair value of plan assets and changes in the fair values of plan assets or the disclosure of the allocated amounts of the benefit obligation and changes in the benefit obligations as if each subsidiary registrant had its own single-employer plans would be meaningful or appropriate.

4.

Please tell us the significance of remeasurement of your qualified pension plan as was done as of August 31, 2009.  Please tell us the impact on your required disclosures as a result of your elective remeasurement.  Please tell us whether you anticipate the $250 million voluntary contribution in 2011 will result in a decision to re-measure and the accounting and disclosure implications of that election.

Response:

During September 2009, the Utilities and ATSI made a $500 million voluntary contribution to the FirstEnergy Corp. Pension Plan.  The decision to make this contribution was made subsequent to the annual actuarial valuation performed in late 2008 that established the actuarially determined benefit obligation as of December 31, 2008, and served as the basis for pension costs for the following 2009 calendar year. Because this large contribution was not anticipated in the 2008 actuarial determination of 2009 pension costs and given the significance of the contribution (exceeding 10% of plan assets at that time), FirstEnergy elected to remeasure its pension obligation as of August 31, 2009 and calculate its pension costs for the remainder of calendar year 2009 based on this actuarial remeasurement.  A note to FirstEnergy’s consolidated financial statements included in its Form 10-Q for the quarter ended September 30, 2009 described the pension remeasurement and disclosed that the contribution and actuarial remeasurement decreased FirstEnergy’s accumulated other comprehensive income by approximately $494 million ($304 million, net of tax) in the third quarter of 2009 and reduced FirstEnergy’s expected net postretirement benefit cost (including amounts capitalized) for the remainder of 2009 by $7 million, including a $2 million reduction that was applicable to the third quarter of 2009.

At the time of the annual actuarial valuation of the FirstEnergy qualified pension plan performed as of December 31, 2010, and as disclosed in the 2010 Form 10-K, management anticipated contributing $250 million to the plan during 2011.  Because this contribution was anticipated and considered in the actuarial determination of  2011 pension costs and the contribution represented less than 5% of plan assets, FirstEnergy did not perform a remeasurement at the time of the contribution.

Note 4.  Stock Based Compensation, page 192

5.

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

Response:

All dividend equivalents credited to unvested stock-based awards are forfeitable.  In accordance with ASC 260-10-45-61A, the two-class method of computing earnings per share is therefore not necessary.

3

Note 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 regard, 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.

Response:

The liability for the above-market Bruce Mansfield Plant lease is included on the consolidated balance sheets of FirstEnergy Solutions Corp. on page 145 of the 2010 Form 10-K.  The noncurrent portion is shown on the line entitled “Lease market valuation liability” and the current portion is included in “Current Liabilities – Other.”  Because the counterparty to the lease is an independent third party, the above-market Bruce Mansfield Plant lease liability is also included in similar lines on the consolidated balance sheets of FirstEnergy Corp.

The liability for the above-market Beaver Valley Unit 2 lease is included on the consolidated balance sheets of The Toledo Edison Company on page 160 of the 2010 Form 10-K.  The noncurrent portion is shown on the line entitled “Lease market valuation liability” and the current portion is shown on the line entitled “Current Liabilities – lease market valuation liability.”  The counterparty to the lease is a subsidiary of FirstEnergy Solutions Corp. and the above-market Beaver Valley Unit 2 lease liability is eliminated in consolidation and therefore does not appear on the consolidated balance sheets of FirstEnergy Corp.

Note 14. Commitments, Guarantees and Contingencies, page 235

(C) Environmental Matters, page 237

7.

We note your disclosure that you cannot predict the outcome of certain environmental matters and what further actions, if any, or the costs or the timing thereof, that may be required with respect to the matters.  Please tell 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 range of loss, please tell us the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure.  Please refer to ASC 450-20-50.

Response:

With respect to the matters referenced in the Staff’s comment, we respectfully submit that no reasonably possible losses in excess of accrued amounts were estimable at the time the filing was made. The eventual outcome of legal or regulatory proceedings is often difficult to predict, particularly where the proceeding is in its early stages, such as notices of violations, or where claimants seek indeterminate damages.  As a result, judgments about the outcome, timing and potential loss relating to proceedings are difficult to make and are subject to risks and uncertainties that could cause actual results to be materially different from those we predict. In accordance with applicable accounting guidance, we establish an accrued liability for legal and regulatory proceedings when those proceedings present loss contingencies that are both probable and estimable.  Any such accruals are adjusted thereafter, if appropriate, as the proceeding develops.  Where an accrued liability has not been established but we believe a loss is reasonably possible, as well as for proceedings where an accrued liability has been established but for which an exposure to loss in excess of the amount accrued is reasonably possible, we provide a current estimate of the range of possible loss if such determination can be made and is material or indicate that an estimate of the range of possible loss cannot be made. Estimated ranges of possible loss are based on currently available information and

4

actual results may vary significantly.  For proceedings where we are unable to estimate the possible losses or a range of possible loss, we respectfully advise the Staff that we have included disclosure regarding the potential magnitude of the claim to the extent possible.

Following the guidance under ASC 450, FirstEnergy quarterly evaluates the status of the legal and regulatory proceedings in which it is involved to evaluate whether accruals are appropriate and to determine whether it can make an estimate of reasonably possible loss or range of possible loss for the matters referenced in the Staff’s comment.  As part of this evaluation, FirstEnergy considers, among other things, the nature of the litigation or claim, its status at the time of the filing of the applicable periodic report, the opinion or views of its outside defense counsel and other advisers, our past experience in similar matters and the experience of other entities (i.e., court rulings, or administrative decisions in factually-similar cases).

FirstEnergy undertakes specific quarterly procedures to estimate any possible loss, or range of loss, or to determine that such an estimate cannot be made. Representatives from our Accounting and Legal groups (and the Environmental group with regard to environmental matters) meet regularly to discuss and assess various outstanding claims. This assessment includes a consideration of the facts and circumstances as well as whether a specific dollar claim has been made. In addition, each quarter management conducts at least two disclosure subcommittee meetings after the quarter close, and prior to the filing of the applicable periodic report, attended by representatives from Accounting, Legal, Enterprise Risk Management, Investor Relations and Communications. As part of these meetings, outstanding litigation and various other potential contingencies are discussed and assessed.  As a result of these efforts, FirstEnergy believes it has an appropriate process in place to estimate any loss or range of loss, or to determine that such an estimate cannot be made. The appropriate disclosures in FirstEnergy’s periodic reports are updated based on the information provided in these meetings.  Prior to the filing of each of our periodic reports, a meeting of FirstEnergy's entire disclosure committee, including key executives representing all business units, is held to review and provide updates to the disclosures contained in the periodic report. If any outcome, resolution, or new litigation matter occurs prior to the filing of such report, FirstEnergy makes appropriate updates in the relevant report prior to the filing of such report with the Commission.

Where ap

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

July 16, 2010
 Leila L. Vespoli, Esq. Executive Vice President and General Counsel
FirstEnergy Corp. 76 South Main Street Akron, Ohio  44308
Re: FirstEnergy Corp.
  Annual Report on Form 10-K for th e Fiscal Year Ended December 31, 2009
Filed February 19, 2010 File No. 333-21011

Dear Ms. Vespoli:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings Assistant Director
 cc: Rick L. Burdick, Akin Gump
Via Facsimile

CORRESP
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July 16, 2010

VIA EDGAR AND FACSIMILE

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. 2 to Registration Statement on Form S-4

    Filed June 25, 2010

    File No. 333-165640

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 set forth
in your letter dated July 8, 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”). On behalf of FirstEnergy and Allegheny Energy, we are
authorized to provide the response contained in this letter.

Pursuant to conversations with the Staff, we have filed an updated pre-effective Amendment No. 4 to
the Registration Statement (“Amendment No. 4”) simultaneously with this response. In addition, as
indicated in our previous responses, Exhibits 5.1, 8.1 and 8.2 have been filed with Amendment No. 4
and each such exhibit has been dated and executed as of July 16, 2010, the anticipated effective
date of the Registration Statement.

Thank you for your consideration. If you have any questions, please do not hesitate to contact me
at (202) 887-4110 or Zachary N. Wittenberg at (202) 887-4592.

    Sincerely,

    /s/ Rick L. Burdick

    Rick L. Burdick

    cc:

    Leila L. Vespoli, Esq.

    Paul J. Evanson

    David Feinberg, Esq.

    Michael P. Rogan, Esq.

    Pankaj K. Sinha, Esq.

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July 14, 2010

Via
EDGAR and Facsimile

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-7010

Attn: Mr. H. Christopher Owings

    Re:

    FirstEnergy Corp.

Registration Statement on Form S-4, File No. 333-165640

Dear Mr. Owings:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, FirstEnergy Corp. (the
“Company”) hereby requests acceleration of the effective date of its Registration Statement on Form
S-4 (File No. 333-165640) to July 16, 2010 at 2 p.m. Eastern Time or as soon thereafter as
practicable.

     The Company hereby acknowledges that:

    1.

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    2.

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.

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

     If you have any questions, please call Zachary N. Wittenberg, Esq. of Akin Gump Strauss Hauer
& Feld LLP at (202) 887-4592.

    Very truly yours,

FIRSTENERGY CORP.

    By:
    /s/ Leila L. Vespoli

    Leila L. Vespoli

    Executive Vice President and General Counsel

    cc:

    Lilyanna L. Peyser, Attorney Advisor, U.S. Securities and Exchange Commission

Mara Ransom, Legal Branch Chief, U.S. Securities and Exchange Commission

Rick L. Burdick, Esq., Akin Gump Strauss Hauer & Feld LLP

CORRESP
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July 14, 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. 2 to Registration 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 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 July 8, 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”) and FirstEnergy’s definitive proxy statement on Schedule 14A. On
behalf of FirstEnergy and Allegheny Energy, we are authorized to provide the responses contained in
this letter.

Where indicated below, requested changes have been included in Amendment No. 3 to the Registration
Statement (“Amendment No. 3”) which is being filed simultaneously with this response. We are also
delivering courtesy copies of the marked version of Amendment
No. 3 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. 3.

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

General

    1.

    Please generally ensure that you have updated your prospectus to ensure that it
reflects current information. For example, please update your beneficial ownership tables
located on pages 173 and 175 to ensure that they reflect information
as of a current date.

Mr. H. Christopher Owings

Division of Corporation Finance

July 14, 2010

Page 2

     We note the Staff’s comment and have revised the prospectus where appropriate to reflect current
information. For example, please see pages 173 through 176 of Amendment No. 3 which have been
updated accordingly.

The Merger, page 52

Recommendation of the FirstEnergy Board of Directors and Its Reasons 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 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 note that we would not object to the inclusion of a statement, such as the statement
contained in your response letter, that the board was not required to review, for accuracy
and completeness, these projections or to determine that reliance on these projections was
reasonable.

The Registration Statement has been amended to reflect the Staff’s comment. Please see pages 75 and
88 of Amendment No. 3.

Material U.S. Federal Income Tax Consequences of the Merger, page 114

    3.

    Please revise your disclosure to indicate that it constitutes the opinion of counsel.
In addition, please revise the statement on page 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.

The Registration Statement has been amended to reflect the Staff’s comment. Please see page 116 of
Amendment No. 3.

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 disclosure has been revised
pursuant to the terms of the settlement.

The Companies confirm that the disclosure included in Amendment No. 3 reflects the terms of the
disclosure-based settlement described in Amendment No. 3.

Item 21. Exhibits and Financial Statement Schedules, pages II-2

    5.

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

Mr. H. Christopher Owings

Division of Corporation Finance

July 14, 2010

Page 3

FirstEnergy notes the Staff’s comments and respectfully advises the Staff that it believes that all
required exhibits have been filed with the Registration Statement.

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 being registered. In addition, please either
remove the second sentence in the third to last 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.

The legal opinion has been revised to reflect the Staff’s comment. Exhibits 5.1, 8.1 and 8.2 will
be filed on a pre-effective amendment to the Registration Statement on the effective date of the
Registration Statement and will be 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 future filings to clarify that the table
reflects the portion of the STIP award that Mr. Marsh was eligible to earn through the date
of his termination.

FirstEnergy confirms that in its future filings the disclosure regarding Mr. Marsh’s 2009 STIP
award will be clarified to indicate that it reflects the portion of the award that Mr. Marsh was
eligible to earn through the date of his retirement.

* * * * *

Thank you for your consideration. If you have any questions concerning the above responses, please
do not hesitate to contact me at (202) 887-4110 or Zachary N. Wittenberg at (202) 887-4592.

    Sincerely,

/s/  Rick L. Burdick

    Rick L. Burdick

    cc:

    Leila L. Vespoli, Esq.

Paul J. Evanson

David Feinberg, Esq.

Michael P. Rogan, Esq.

Pankaj K. Sinha, Esq.

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

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    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

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

CORRESP
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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

CORRESP
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    RICK L. BURDICK

    202.887.4110/fax: 202.872.4288

    rburdick@akingump.com

May 5, 2010

VIA EDGAR

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 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”) and our telephonic discussion with Lilyanna L. Peyser,
Attorney Advisor, of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), on April
29, 2010.

     On behalf of FirstEnergy and Allegheny Energy, I am writing to inform you that the Companies
plan to respond to the Staff’s comments and file Amendment No. 1 to the above-captioned
Registration Statement as soon as practicable after the Companies have each filed with the
Commission their Quarterly Reports on Form 10-Q for the period ended March 31, 2010.

H. Christopher Owings

Division of Corporation Finance

May 5, 2010

Page 2

     If you have any questions, please do not hesitate to contact me at (202) 887-4110 or Zachary
N. Wittenberg at (202) 887-4592.

    Sincerely,

    /s/ Rick L. Burdick

    Rick L. Burdick

    cc:

    Leila L. Vespoli, Esq.

David Feinberg, Esq.

Michael P. Rogan, Esq.

Pankaj K. Sinha, Esq.

Mail Stop 3561
April 21, 2010
 Leila L. Vespoli, Esq. Executive Vice President and General Counsel
FirstEnergy Corp. 76 South Main Street Akron, Ohio  44308   Paul J. Evanson Chief Executive Officer Allegheny Energy, Inc. 800 Cabin Hill Drive Greensburg, Pennsylvania  15601
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 Ms. Vespoli and Mr. Evanson:

We have reviewed your filings and ha ve 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 statement at this time.  Please c onfirm in writing that you will do so and also
explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions.  If you disagree with any of these comments, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  Please understand that  after our revi ew of all of
your responses, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 2  questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 FirstEnergy Corp. Registra tion 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 compar ative format compares historical
FirstEnergy per share information with pro forma per share information and historical
Allegheny Energy to equivalent pro forma per sh are data.  Refer to the Instructions to
Item 3(e) of Form S-4.  Also if still app licable, please revise th e title of the current
column titled pro forma combined equivalent  data since these amounts only represent
pro forma combined data.

Risk Factors, page 30
 FirstEnergy and Allegheny Energy will incur subs tantial transaction fees and merger-related
costs in connection with the merger, page 34

2. Please revise to quantify the amount of “s ubstantial” fees that you refer to here.
 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.

4. In an appropriate place in your discussi on, elaborate upon how FirstEnergy arrived at
the exchange ratio to be offe red to Allegheny shareholders.

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

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

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 3
7. On page 52, you also refer to consideration Allegheny’s board gave to the company’s
“long-term strategic goals and enhancing sh areholder value.” Please similarly revise
to elaborate.

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

9. On page 55, elaborate upon the “financial aspe cts” of a potential tr ansaction that were
reviewed by Goldman Sachs at the February 2, 2010 meeting.

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.
 Recommendation of the FirstEner gy Board of Directors and Its Reasons for the Merger, page
58

11. On page 61, you refer to the “Strategic A lternatives” 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.

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

Additional Interests of the Allegheny Energy Di rectors 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 possi ble at this time to ascribe a value to the
options, restricted shares and performa nce shares” to be received by Allegheny
Energy executive officers upon stockholder appr oval of the merger agreement and the

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 4
merger because “Allegheny Energy’s stock pr ice at the time of stockholder approval
of the merger agreement and the merger is not now determinable.”  Please revise your
disclosure to provide the va lue of the options, restrict ed 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.
 Litigation relating to the Merger, page 102

15. Please revise your discussion to update your disclosure on the stat us of the litigation
and what each party’s next steps are.
 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 info rmation 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 a dvised that, notwithsta nding the inclusion of
this general disclaimer, you are responsib le for considering whether additional
specific disclosures of material informati on regarding material contractual provisions
are required to make the statements in your 10-K not misleading.
 FirstEnergy Board of Director s After the Merger, page 112

17. Please confirm that you will identify th e 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 helpfu l if you provided them here as well.
 Pro forma Financial Information page, 131

 Note 3. Pro Forma Adjustments, page 135,

 (j), page 137

18. Please explain to us in detail, and qu antify by major property/equipment groups and
individual generating unit, how you determin ed the fair value of property plant and

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 5
equipment of $11,044 million.  If  possible, please segreg ate 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 genera tion business, please indicate the major
characteristics of each asset or group, such as the fuel source, the year constructed
and placed into service and your method of es timating fair value.  The disclosure in
the final paragraph of Note 1 suggest s you did not use a discounted cash flow
methodology; please confirm.  If our assu mption is incorrect, please tell us the
assumptions in your model and whether exte nsions of licenses or use of plant beyond
the depreciable life in any projections of cas h flow was considered.  To the extent you
utilized comparable sales transaction of similar generating units or other items of
property plant and equipment in estimating fair  value, please provide us the details of
the comparable transactions utilized.  Please explain how you compensated for differences between the assets you acqui red and the assets of comparable
transactions.  Tell us whether you used other valuation method(s) to justify or test the
reasonableness of your determined fair valu es.  Please also provide us a narrative of
the process you used to identify all possible identifiable assets a nd contingent assets
of the unregulated business of Allegheny En ergy.  Finally tell us  whether, and how,
goodwill will be allocated between merchant generation and regulated operations or
whether, based on your appraisal techniques for both groups of assets, there was any
unallocated value that comprises goodwill that  was allocated to regulated operations.
If so, explain in detail why any residual w ould be associated with regulated assets
with a market rate of return.  Please e xplain to us how FirstEnergy anticipates
including the acquired operati ons in its segment presentation in future financial
statements and how it proposes to group or  include the acquired assets for the
purposes of evaluating goodwill impairment.  Please be detailed in your response. We
may have further substantive comment.
19. Please tell us the nature of constructi on, work in process and why no fair value
adjustments were necessary.
 (m), page 137

20. Please indicate the business combination expenses are non-recurring. Refer to Article
11-02(b)(5) of Regulation S-X.

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 6  (n), page 138

21. Please provide the detail by debt issue of  the $171 million fair value adjustment to
debt.  Show us, by major outstanding issue,  the prevailing terms of the debt and the
assumptions you used to calculate current fair market values such as yield to maturity.
Show us how such assumptions represen t current market assumptions and the
assumed credit quality of each issue.  Tell us whether you considered any credit quality improvements that resulted solely fr om the combination of companies.  Please
advise whether any fair value adjustments rela ted, either directly or indirectly, to debt
of the regulated operations of Allegheny.   If so, explain your rationale for any basis
adjustments related to such de bt along with anticipated ra te treatment of such basis
adjustments.  In any event, to the exte nt future amortization of the fair value
adjustment will have a material effect on net income, please disclose the effect of
such purchase adjustments on net income ove r the next five years in a note.  See
Instruction 2 to Item 11-02(b) of Regulation S-X.
 Exhibit Index

22. We note that you have not filed the legal opinion, tax opinion, or  related consents.
We request that you file these exhibits as ear ly in the process as possible so that we
may have time to review them before you request that your registration statement
become effective.
 23. Please amend the filing to include your independent auditor’s signature on Exhibits
23.4 and 23.6.  Refer to Item 601(b)(23) of Regulation S-K.
 FirstEnergy Corp. Annual Report on Form 10- K for the Fiscal Year Ended December 31, 2009

 Cover Page

24. Please include the check box regarding Interact ive Data Files which is required to be
disclosed on the cover page of Form 10-K.
 Item 1. Business, page 1

25. Please discuss the extent to which your busin ess is or may be seasonal.  Refer to Item
101(c)(5) of Regulation S-K.
 Executive Officers, page 25

26. We note your disclosure regarding Mr. Byrd ’s business experience, specifically that
he has served as your Vice President, Cor porate Risk and Chief Risk Officer since
2007.  Please revise your disclosure regard ing Mr. Byrd to indicate his business
experience prior to 2007.

Leila L. Vespoli, Esq., FirstEnergy Corp.
Paul J. Evanson, Allegheny Energy, Inc. April 21, 2010 Page 7  Item 1A. Risk Factors, page 27

27. Please delete the sixth sentence in the fi rst paragraph of this  section in which you
state that other unknown or immaterial risks may also impair your business
operations.  All material risks should be described in your di sclosure.  If risks are not
deemed material, you should not reference them.
 Item 5. Market for Registrant’s Common Equ ity, Related Stockholder matters and Issuer
Purchases of Equity Securities, page 43

28. We note that you have not filed your Annual Report to Shareholders as exhibit 13 to
your Form 10-K as required by Note 2 to Ge neral Instruction G to  Form l0-K. In your
response letter, please explain.
 Item 8. Financial Statements and Supplementary Data, page 132

29. It appears that the aud itor’s reports are not signed.  Please provide us on a
supplemental basis with a photocopy of the manually signed reports.  Please also
confirm that you will ensure that conformed signatures will be provided in the future.
 Item 15. Exhibits, Financial Statement Schedules, page 257

30. With respect to Exhibit 2-1, please include  an agreement to furnish us with any
omitted schedule or exhibit upon request.  Refer to Item 601(b)(2) of Regulation S-K.  This comment also applies to the exhibit index of any subsidiary registrant that
includes Exhibit 2-1.
 31. Please confirm that you do not have a writ ten employment agreement with either Ms.
Shriver or Ms. Ard that would need to be file d as a material contract exhibit.  In this
regard, please note that any such agre ements would represent related party
transactions.
 Exhibits 23.1 – 23.7

32. It appears that your auditor’s consent

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      July 19, 2007

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation, File No. 333-21011
  Ohio Edison Company, File No. 1-2578
  The Cleveland Electric Illumi nating Company, File No. 1-2323
  The Toledo Edison Company, File No. 1-3583
  Metropolitan Edison Company, File No. 1-446
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007
Form 10-Q for Fiscal Quar ter Ended March 31, 2007

Dear Mr. Wagner:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        William Thompson
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

                          July
      13, 2007

    Mr.
      William Thompson

    Branch
      Chief

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

              Re:

              FirstEnergy
                Corp., File No. 333-21011

              Ohio
                Edison
                Company, File No. 1-2578

              The
                Cleveland Electric Illuminating Company, File No. 1-2323

              The
                Toledo Edison Company, File No. 1-3583

              Metropolitan
                Edison Company, File No.  1-446

              Form
                10-K for
                Fiscal Year Ended December 31, 2006

              Filed
                February
                28, 2007

              Form
                10-Q for
                Fiscal Quarter Ended March 31, 2007

    Dear
      Mr.
      Thompson:

    This
      letter is in
      response to your further correspondence dated July 10, 2007 regarding your
      review of the filings by FirstEnergy Corp. and its subsidiaries, Ohio Edison
      Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company
      and Metropolitan Edison Company, on Form 10-K for the fiscal year ended December
      31, 2006 and Form 10-Q for the fiscal quarter ended March 31,
      2007.  Your comment is indicated below in italics, followed by our
      response.

    Form
      10-K for
      Fiscal Year Ended December 31, 2006

    Consolidated
      Statements of Cash Flows, page 58

              1.

              We
                reviewed your response to comment one in our letter dated June 11,
                2007.  In accordance with paragraphs 12 and 13 of SFAS 95,
                certain items may qualify for net reporting if their turnover is
                quick,
                their amounts are large, and their original maturities are three
                months or
                less.  Unless your investments meet such criteria, please revise
                your statements of cash flows in future filings to present purchases
                of
                investments and proceeds from the sale of investments on a gross
                basis.

                Response:  FirstEnergy
                  will present purchases of investments and proceeds from the sale
                  of
                  investments on a gross basis in the statements of cash flows in
                  future
                  filings unless the criteria described above for reporting on a
                  net basis
                  are applicable.

    *  *  *  *

    Mr.
      William Thompson

    July
      13,
      2007

    Page
      2
      of 2

    FirstEnergy
      Corp.
      hereby acknowledges that:

              ·

              FirstEnergy
                is
                responsible for the adequacy and accuracy of the disclosures relating
                to
                its annual report on Form 10-K for the year ended December 31, 2006
                and
                its Form 10-Q for the quarter ended March 31,
                2007;

              ·

              Staff
                comments
                or changes to disclosure in response to staff comments do not foreclose
                the Securities and Exchange Commission from taking any action with
                respect
                to the filing; and

              ·

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

    I
      would be happy to
      discuss this response with you in more detail.  Please feel free to
      call me (330-384-5296) or Lisa S. Wilson, Senior Assistant Controller
      (330-384-5367) with any further questions you may have.  I appreciate
      your assistance in ensuring our compliance with the Commission’s disclosure
      requirements.

            Sincerely,

              Harvey
                L.
                Wagner

              Vice
                President, Controller and

              Chief
                Accounting Officer

    HLW:dlc

            cc:
            Sarah
              Goldberg

                Staff
                  Accountant

                Securities
                  and
                  Exchange Commission

            Anthony
              J.
              Alexander

              Richard
                H.
                Marsh

              Leila
                L.
                Vespoli

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      July 10, 2007

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation, File No. 333-21011
  Ohio Edison Company, File No. 1-2578
  The Cleveland Electric Illumi nating Company, File No. 1-2323
  The Toledo Edison Company, File No. 1-3583
  Metropolitan Edison Company, File No. 1-446
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007
Form 10-Q for Fiscal Quar ter Ended March 31, 2007

Dear Mr.Wagner:

We have reviewed your response dated J une 15, 2007 to our comment letter dated
June 11, 2007 and have the following additi onal comment.  Please provide a written
response to our comment.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so that we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

Form 10-K for Fiscal Year Ended December 31, 2006

Consolidated Statements of Cash Flows, page 58

1. We reviewed your response to comment one in our letter dated June 11, 2007.  In
accordance with paragraphs 12 and 13 of SFAS 95, certain items may qualify for
net reporting if thei r turnover is quick, their amounts are large, and their original
maturities are three months or less.  Unless your investments meet such criteria, please revise your statements of cash flows in future filings to present purchases of investments and proceeds from the sale  of investments on a gross basis.

*    *    *    *

Mr. Harvey L. Wagner
July 10, 2007
Page 2 of 2

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested informa tion.  Detailed response letters greatly
facilitate our review.  Please submit your response letter on EDGAR.  Please understand
that we may have additional comments afte r reviewing your response to our comment.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.

        S i n c e r e l y ,

        William Thompson
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

              FirstEnergy

              76
                South Main
                St.

              Akron,
                Ohio
                44308

              Harvey
                L.
                Wagner

              Vice
                President, Controller

              and
                Chief Accounting Officer

              330-384-5296

              Fax:
                330-384-5299

                                                   June
      15,
      2007

    Mr.
      William Thompson

    Branch
      Chief

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

               Re:

                FirstEnergy
                  Corp., File No. 333-21011

                Ohio
                  Edison
                  Company, File No. 1-2578

                The
                  Cleveland
                  Electric Illuminating Company, File No. 1-2323

                The
                  Toledo
                  Edison Company, File No. 1-3583

                Metropolitan
                  Edison Company, File No.  1-446

                Form
                  10-K for
                  Fiscal Year Ended December 31, 2006

                Filed
                  February
                  28, 2007

                Form
                  10-Q for
                  Fiscal Quarter Ended March 31,
                  2007

    Dear
      Mr.
      Thompson:

    This
      letter is in
      response to your further correspondence dated June 11, 2007 regarding your
      review of the filings by FirstEnergy Corp. and its subsidiaries, Ohio Edison
      Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company
      and Metropolitan Edison Company, on Form 10-K for the fiscal year ended December
      31, 2006 and Form 10-Q for the fiscal quarter ended March 31,
      2007.  Your comments are indicated below in italics, followed by our
      responses.

    Form
      10-K for
      Fiscal Year Ended December 31, 2006

    Consolidated
      Statements of Cash Flows, page 58

              1.

              We
                reviewed your response to comment two in our letter dated May 3,
                2007.  If the line item “cash investments and restricted funds”
                does in fact include the return on your investments in secured lease
                obligations rather than the return of your investments, please explain
                to
                us why classification within cash flows from investing activities
                is
                appropriate.  Refer to the guidance in paragraph 22.b of SFAS
                95.

              Response:
                The line item “cash investments and restricted funds” includes the return
                of our investment in secured lease obligation bonds, that
                is, the receipt of principal repayments.  The return on our
                investment in secured lease obligation bonds (i.e. receipt of interest
                payments) is included in the cash flows from operating activities
                section
                of the Consolidated Statements of Cash
                Flows.

            Furthermore,
              reference is made to the proceeds from the sale of investments disclosed
              in the table at the end of Note  5(B)  on page 75.
               It is still unclear to us how the proceeds are classified in the
              statement.  Please advise.  In addition, based on the
              change in the cost basis of the investments disclosed on page 75 and
              the
              amounts of sales proceeds for the years presented, it appears you also
              purchased debt and equity securities.  Please tell us how you
              classified the purchases for each of the years presented in the
              statement.  Finally, if these items are netted, please explain
              to us your basis for such
              presentation.

      Mr.
        William Thompson

      June
        15,
        2007

      Page
        2 of
        4

                  Response:  The
                    proceeds from the sale of investments disclosed in Note 5(B)
                    primarily
                    relate to investments held by FirstEnergy’s nuclear fuel disposal trust
                    (Fuel Trust) and non-utility generation trust (NUG Trust), both
                    of which
                    are subject to regulatory accounting under SFAS 71.  Proceeds
                    from sales and maturities of debt and equity securities and the
                    earnings
                    on these restricted investments are reinvested in the
                    trusts.  The cash inflows and outflows from the sales,
                    maturities, earnings and purchases related to these restricted
                    investments
                    offset, and thus are presented on a net basis in the Consolidated
                    Statements of Cash Flows.  The individual components are
                    summarized in Note 5(B).  Cash contributions made by FirstEnergy
                    into the trusts or withdrawals from the trusts to satisfy regulatory
                    obligations are reported on a gross basis in the investing activities
                    section of the Consolidated Statements of Cash Flows.  The most
                    recent contribution to the NUG trust was $51 million in 2004
                    as shown in
                    our Consolidated Statements of Cash Flows.  Unlike the
                    registrants’ nuclear decommissioning trust investments, realized gains and
                    losses on the Fuel Trust and NUG Trust investments are subject
                    to
                    regulatory accounting and do not impact FirstEnergy’s current period
                    earnings.  This is an important distinction from our nuclear
                    decommissioning trust investment activity, which is not subject
                    to
                    regulatory accounting, and is reported on a gross basis in our
                    Consolidated Statements of Cash Flows.   Paragraph 12 of
                    SFAS 95 discusses that net presentation is appropriate when the
                    presentation of gross cash receipts and payments is not necessary
                    to
                    understand the enterprise’s operating, financing, and investing
                    activities.  We believe the net presentation more appropriately
                    represents the underlying Fuel Trust and NUG Trust
                    transactions.

      (F)  Property,
        Plant and Equipment, page 62

              2.

              We
                reviewed your response to comment five in our letter dated May 3,
                2007.  Since the regulatory process allows for more certainty in
                the recovery of regulated in service property, plant and equipment,
                we
                believe that such assets are qualitatively different from unregulated
                property, plant and equipment and that separate disclosure of regulated
                versus unregulated balances provides useful information to the
                reader.  As such, please provide the requested disclosure in
                future filings or explain in further detail why such disclosure is
                not
                necessary.

              Response:  In
                future filings, FirstEnergy agrees to separately disclose the balances
                for
                unregulated versus regulated in service property, plant and equipment
                and
                accumulated provision for
                depreciation.

Exhibits
      31.1 –
31.2

              3.

              Please
                be
                advised that the certifications required by Rule 13a-14(a) or Rule
                15d-14(a) must include language exactly as set forth in Item 601(b)(31)
                of
                Regulation S-K.  Accordingly, in future filings, please add the
                parenthetical language that has been deleted from paragraph 4(d)
                or 4(c),
                as applicable, of your certifications.  The revisions should
                also be included in filings on Form
                10-Q.

            Response:
              In future Form 10-K and Form 10-Q filings, FirstEnergy agrees to include
              the parenthetical language in paragraph 4(d) or 4(c), as applicable,
              in
              our certifications.

    Form
      10-Q for
      Fiscal Quarter Ended March 31, 2007

    Note
      5. Asset
      Retirement Obligations, page 3

              4.

              We
                note
                you developed your asset
                retirement obligation based on site specific studies performed by
                an
                independent engineer.  In this regard, please name and file the
                written consent of the independent engineer to whom you
                refer.  Alternatively, please remove the reference to the
                engineer.  If you do not believe a consent is required, please
                explain in detail.  Refer to Section 436(b) of Regulation C,
                Section 7(a) of the Securities Act of 1933 and Item 601(b)(23) of
                Regulation S-K.

            Response:  We
              respectfully submit that the filing of the written consent of the
              independent engineer referenced in Note 5 is not required by either
              Section 7(a) of the Securities Act of 1933 or Rule 436(b)
              thereunder.  Rule 436 requires the written consent of experts
              who have reviewed or passed on any information
              contained in a registration statement.  The disclosure referred
              to is merely factual in nature (i.e., the company used information
              provided in certain engineering studies in evaluating the future liability
              for decommissioning the subject units).  This disclosure does
              not refer to any information contained in the filing that was reviewed
              or
              passed on by the independent engineer. The $1.2 billion asset retirement
              obligation valuation was not reviewed, prepared or certified by the
              independent engineer.  Consequently, we believe Rule 436(b) is
              not applicable to this
              disclosure.

            Similarly,
              Section 7(a) requires the filing of the written consent of any expert
              who
              prepared or certified a report or valuation for use in connection with
              a
              registration statement.  It provides that the written consent of
              an engineer or appraiser whose profession gives authority to a "statement
              made by him" is named as having prepared or certified any part of a
              registration statement.  In the instant situation, there is no
              statement made by an engineer named in the filing.  Also,
              although the referenced engineering studies provided the initial source
              data used in the preparation of certain information used in the filing,
              these studies did not certify or produce the final valuation of any
              such
              information. As we indicated above, the information provided was merely
              factual in nature.  Section 7(a) does not require a consent when
              a person prepares a report that is merely mentioned in a registration
              statement.  For this reason, we believe the requirements of
              Section 7(a) are also inapplicable to this
              disclosure.

             Notwithstanding
              the foregoing, we will remove any reference to the independent engineer
              in
              future filings.

      Mr.
        William Thompson

      June
        15,
        2007

      Page 3
        of
        4

    *  *  *  *

    FirstEnergy
      Corp.
      hereby acknowledges that:

               ·

              FirstEnergy
                is
                responsible for the adequacy and accuracy of the disclosures relating
                to
                its annual report on Form 10-K for the year ended December 31, 2006
                and
                its Form 10-Q for the quarter ended March 31, 2007;

            ·
            Staff
              comments
              or changes to disclosure in response to staff comments do not foreclose
              the Securities and Exchange Commission from taking any action with
              respect
              to the filing; and

            ·
            FirstEnergy
              may not assert staff comments as a defense in any proceeding initiated
              by
              the Securities and Exchange Commission or any person under the federal
              securities laws of the United States.

    I would
      be happy to discuss these responses with you in more detail.  Please
      feel free to call me (330-384-5296) or Jeffrey R. Kalata, Assistant Controller
      (330-374-6580) with any further questions you may have.  I appreciate
      your assistance in ensuring our compliance with the Commission’s disclosure
      requirements.

            Sincerely,

              Harvey
                L.
                Wagner

              Vice
                President, Controller and

              Chief
                Accounting Officer

      Mr.
        William Thompson

      June
        15,
        2007

      Page 4
        of
        4

    HLW:dlc

    Attachment

    cc:    Sarah
      Goldberg

             Staff
      Accountant

             Securities
      and Exchange Commission

             Anthony
      J. Alexander

             Richard
      H. Marsh

             Leila
      L. Vespoli

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      June 11, 2007

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation, File No. 333-21011
  Ohio Edison Company, File No. 1-2578
  The Cleveland Electric Illumi nating Company, File No. 1-2323
  The Toledo Edison Company, File No. 1-3583
  Metropolitan Edison Company, File No. 1-446
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007
Form 10-Q for Fiscal Quar ter Ended March 31, 2007

Dear Mr.Wagner:

We have reviewed your response dated May 17, 2007 to our comment letter dated
May 3, 2007 and have the following additional comments.  Please provide a written
response to our comments.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so that we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

Form 10-K for Fiscal Year Ended December 31, 2006

Consolidated Statements of Cash Flows, page 58

1. We reviewed your response to comment two in our letter dated May 3, 2007.  If the line item “cash investments and restricted funds” does in fact include the return on your investments in secured l ease obligations rather than the return of
your investments, please explain to us w hy classification within cash flows from
investing activities is ap propriate.  Refer to the gu idance in paragraph 22.b of
SFAS 95.  Furthermore, reference is made to the proceeds from the sale of investments disclosed in the table at the end of Note 5( B) on page 75.  It is still
unclear to us how the proceeds are classified  in the statement.  Please advise.  In

Mr. Harvey L. Wagner
June 11, 2007
Page 2 of 3
addition, based on the change in the cost  basis of the investments disclosed on
page 75 and the amounts of sales proceeds for the years presented, it appears you
also purchased debt and equity securities.  Please tell  us how you classified the
purchases for each of the years presented in  the statement.  Finally, if these items
are netted, please explain to us your  basis for such presentation.

(F) Property, Plant and Equipment, page 62

2. We reviewed your response to comment five in our letter dated May 3, 2007.  Since the regulatory process allows for more  certainty in the recovery of regulated
in service property, plant and equipment,  we believe that such assets are
qualitatively different from unregulated  property, plant and equipment and that
separate disclosure of regulated versus  unregulated balanc es provides useful
information to the reader.  As such, pl ease provide the requested disclosure in
future filings or explain in further detail  why such disclosure is not necessary.

Exhibits 31.1 – 31.2

3. Please be advised that the certifications requi red by Rule 13a-14(a) or Rule 15d-
14(a) must include language exactly as se t forth in Item 601(b)(31) of Regulation
S-K.  Accordingly, in future filings, please add the parenthetical  language that has
been deleted from paragraph 4(d) or 4(c) , as applicable, of your certifications.
The revisions should also be included in filings on Form 10-Q.

Form 10-Q for Fiscal Quarter Ended March 31, 2007

Note 5. Asset Retirement Obligations, page 3

4. We note you developed your asset retirement obligation base d on site specific
studies performed by an independent engine er.  In this regard, please name and
file the written consent of the indepe ndent engineer to whom you refer.
Alternatively, please remove the reference to the engineer.  If you do not believe a consent is required, please explain in detail.  Refer to Section 436(b) of
Regulation C, Section 7(a) of the Secu rities Act of 1933 and Item 601(b)(23) of
Regulation S-K.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing
your responses to our comments.

Mr. Harvey L. Wagner
June 11, 2007
Page 3 of 3
You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.

        S i n c e r e l y ,

        William Thompson
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

      SEC Response Letter

                                May
      17,
      2007

    Mr.
      William Thompson

    Branch
      Chief

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

             Re:

              FirstEnergy Corp.,
                File No.
                333-21011

              Ohio Edison Company,
                File No.
                1-2578

              The
                Cleveland
                Electric Illuminating Company, File No. 1-2323

              The
                Toledo
                Edison Company, File No. 1-3583

              Metropolitan
                Edison Company, File No. 1-446

              Form
                10-K for
                Fiscal Year Ended December 31, 2006

              Filed
                February
                28, 2007

    Dear
      Mr.
      Thompson:

    This
      letter is in
      response to your correspondence dated May 3, 2007 regarding your review of
      the
      filings by FirstEnergy Corp. and its subsidiaries, Ohio Edison Company, The
      Cleveland Electric Illuminating Company, The Toledo Edison Company and
      Metropolitan Edison Company, on Form 10-K for the fiscal year ended December
      31,
      2006. Your comments are indicated below in italics, followed by our
      responses.

    Form
      10-K for
      Fiscal Year Ended December 31, 2006

    Exhibit
      13.
      FirstEnergy 2006 Annual Report to Stockholders

                1.

                To
                  the
                  extent applicable, please address the comments below on the consolidated
                  financial statements and related disclosures of the parent in the
                  consolidated financial statements and related disclosures of registrant
                  subsidiaries included in the filing.

                Response:
                  We
                  respectfully submit these responses for FirstEnergy Corp. and its
                  subsidiaries. To the extent revised disclosure is deemed required
                  in
                  future filings that is also applicable to a registered subsidiary
                  of
                  FirstEnergy, we will also reflect the revised disclosure in future
                  subsidiary-level financial statements, unless otherwise
                  noted.

      Consolidated
        Statements of Cash Flows, page 58

                2.

                It
                  appears
                  that purchases and sales of debt and equity securities are netted
                  in the
                  line item ”cash investments and restricted funds” in cash flows from
                  investing activities based on the disclosure in Note 5 on page
                  75. If so,
                  with reference to paragraphs 11-13 of SFAS 95, please explain to
                  us your
                  basis for netting these items.

                Response: The
                  line item
                  "cash investments and restricted funds" in the cash flows from
                  investing
                  activities section of the Consolidated Statements of Cash Flows
                  does not
                  include purchases and sales of debt and equity securities presented
                  on a
                  net basis. The line item primarily consists of three activities:
                  (i) cash
                  provided from the return on our investments in secured lease obligation
                  bonds for each of the years 2004, 2005 and 2006; (ii) cash used
                  for an
                  escrow fund investment and a mortgage indenture deposit (“restricted
                  funds”) in 2005; and (iii) cash provided from the liquidation of the
                  “restricted funds” in 2006. A discussion of our investments in secured
                  lease obligation bonds is provided in Notes 6 and 7 to the consolidated
                  financial statements.

                  3.

                  Please
                    explain to us why the proceeds from the sale of nuclear decommissioning
                    trust funds differ from the amounts disclosed in the table on
                    page
                    76.

                  Response:
                    In
                    response to
                    interpretive guidance given by the SEC to other utilities, FirstEnergy
                    began reporting the gross investment activity within the nuclear
                    decommissioning trust funds in its Statement of Cash Flows in
                    the first
                    quarter of 2006. In prior years, we reported the activity on
                    a net basis.
                    In order to present the comparable gross investment activity
                    in the
                    Statements of Cash Flows for the prior years, FirstEnergy requested
                    supplemental reports from the Trustee, since the 2005 and 2004
                    certified
                    trust statements did not provide the detail cash transactions
                    on a gross
                    basis.

                  In
                    2005,
                    proceeds from sales disclosed in Note 5 to the consolidated financial
                    statements of $1,419 million were understated by $76 million due to
                    the inadvertent omission of sales of an overnight cash investment
                    fund
                    from the proceeds included in the certified trust statements.
                    The
                    Statement of Cash Flows properly reflected the activity of this
                    overnight
                    investment fund. The proceeds from the sale of nuclear decommissioning
                    trust funds, as well as the investments in nuclear decommissioning
                    trust
                    funds included in the Statement of Cash Flows for the year ended
                    December
                    31, 2005 were both overstated by $220 million. Upon further review
                    of the
                    supporting documentation, it was subsequently determined that
                    there were
                    inconsistencies in the reports submitted to FirstEnergy by its
                    Trustee.
                    FirstEnergy used information from the certified trust statements
                    for the
                    disclosure of proceeds from sales in Note 5. However, because
                    the
                    certified trust statements did not provide sufficient information
                    to
                    calculate the gross proceeds and investment activities for the
                    Statement
                    of Cash Flows, FirstEnergy subsequently sought and obtained supplemental
                    reports from the Trustee that provided the details of all of
                    the cash
                    transactions on a gross basis. We did not detect, however, the
                    inconsistencies in the reports submitted by the Trustee.

                  In
                    2004, the
                    proceeds from sales of $1,234 million disclosed in Note 5 were
                    correct.
                    However, the proceeds from the sale of nuclear decommissioning
                    trust
                    funds, as well as the investment in nuclear decommissioning trust
                    funds
                    included in the Statement of Cash Flows were both understated
                    by $103
                    million. Similar to 2005, there were inconsistencies in the certified
                    trust statements and the supplemental reports obtained from the
                    Trustee.
                    This understatement primarily related to a transaction where
                    all of the
                    securities within one manager account of the nuclear decommissioning
                    trust
                    were sold and repurchased by another manager account. In the
                    Statement of
                    Cash Flows, the proceeds of this sale were included as a transfer
                    (based
                    on the description provided in the detail trust report) rather
                    than as a
                    gross sale and immediate repurchase of an investment. As a result,
                    the
                    proceeds from the sale of decommissioning trust funds and the
                    investment
                    in nuclear decommissioning trust funds included in the Statement
                    of Cash
                    Flows were each understated by $201 million. This understatement
                    was
                    partially offset by a combination of other transactions that
                    were not
                    reported consistently between the supplemental reports and the
                    certified
                    trust statements obtained from the Trustee that contributed to
                    the net
                    $103 million
                    understatement.

        2

              Beginning
                in
                2006, FirstEnergy was able to obtain the information required to
                calculate
                the gross sales and investments for the Statement of Cash Flow directly
                from the certified trust statements. As a result, FirstEnergy did
                not need
                to request supplemental reports from the Trustee. The $2 million
                difference in 2006 between the proceeds from the sale of nuclear
                decommissioning trust funds disclosed in the Statement of Cash Flows
                and
                the proceeds from sales disclosed in Note 5 was due to pending trades
                of
                $2 million, which was included in Note 5(C) Nuclear Decommissioning
                Trust
                Fund Investments.

              The
                following
                summarizes the differences in 2005 and 2004 as noted above.

                2005

                2004

                (In
                  millions)

                Cash
                  Flows
                  from Investing Activities:

                Proceeds
                  from
                  NDT fund sales-as reported

                $

                1,715

                $

                1,131

                Proceeds
                  from
                  NDT fund sales-revised

                1,495

                1,234

                Difference

                220

                (103

                )

                Investments
                  in
                  NDT funds-as reported

                (1,816

                )

                (1,232

                )

                Investments
                  in
                  NDT funds-revised

                (1,596

                )

                (1,335

                )

                Difference

                (220

                )

                103

                Impact
                  on net
                  cash used for investing activities

                $

                -

                $

                -

              As
                summarized
                in the table above, the differences identified in the proceeds from
                nuclear decommissioning trust fund sales and the investments in nuclear
                decommissioning trust funds are offset, resulting in no change to
                net cash
                used for investing activities.

              In
                preparing
                this response, we reviewed the materiality of the required adjustments
                under SAB 99 and SAB 108 with our Audit Committee. Considering that
                the
                adjustments would not impact the Consolidated Statements of Income
                or the
                Consolidated Balance Sheets, nor would they change net cash used
                for
                investing activities on the Consolidated Statements of Cash Flows,
                and
                based on the qualitative considerations outlined in SAB 99, the Audit
                Committee concluded that the adjustments are immaterial and should
                not
                require amending the Consolidated Statements of Cash Flows for the
                years
                ended December 31, 2004 and 2005 for FirstEnergy or its subsidiaries.
                The
                Committee also concluded that the $76 million understatement of the
                2005
                proceeds from sales disclosed in Note 5 should not require amending
                the
                consolidated notes to the financial statements as the activity was
                properly included in the Consolidated Statement of Cash
                Flows.

              FirstEnergy
                and its subsidiaries will report the revised proceeds from sales
                and
                investments in nuclear decommissioning trust funds applicable to
                2005 and
                2004 in future filings.

      Note
        2. Summary
        of Significant Accounting Policies, page 59

      (A)
        Accounting
        for the Effects of Regulation, page 59

      Regulatory
        Assets, page 60

                4.

                With
                  respect to those regulatory assets not earning a return, please
                  disclose
                  the remaining recovery period. Refer to paragraph 20 of SFAS 71.
                  Additionally, please note that we believe the best practices approach
                  regarding regulatory assets is to affirmatively indicate whether
                  a
                  particular regulatory asset is earning a rate of return and the
                  anticipated recovery
                  period.

        3

                Response:
                  In future
                  filings, FirstEnergy will disclose the anticipated recovery period
                  of
                  regulatory assets not earning a current return as required by paragraph
                  20
                  of SFAS 71. FirstEnergy also agrees to identify in future filings
                  those
                  regulatory assets that earn a return. The recovery periods for
                  regulatory
                  assets not earning a return expire as follows: JCP&L’s reliability
                  costs - 2008; JCP&L’s deferred outage costs - 2009; JCP&L’s
                  post-employment benefit costs - 2012; and Penelec’s NUG stranded costs -
                  2020.

      (F)
        Property,
        Plant and Equipment, page 62

                5.

                Please
                  separately disclose the balances for unregulated versus regulated
                  in
                  service property, plant and equipment and accumulated provision
                  for
                  depreciation.

                Response: FirstEnergy's
                  property, plant and equipment balances as of December 31, 2006
                  were as
                  follows:

                Unregulated

                Regulated

                (In
                  millions)

                In
                  Service

                $

                9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      May 3, 2007

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation, File No. 333-21011
  Ohio Edison Company, File No. 1-2578
  The Cleveland Electric Illumi nating Company, File No. 1-2323
  The Toledo Edison Company, File No. 1-3583
  Metropolitan Edison Company, File No. 1-446
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 28, 2007

Dear Mr. Wagner:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Harvey L. Wagner
May 3, 2007
Page 2 of 4
Form 10-K for Fiscal Year Ended December 31, 2006

Exhibit 13. FirstEnergy 2006 A nnual Report to Stockholders
1. To the extent applicable, please address the comments below on the consolidated financial statements and related disclosu res of the parent in the consolidated
financial statements and related disclosure s of registrant subs idiaries included in
the filing.

Consolidated Statements of Cash Flows, page 58
2. It appears that purchases and sales of debt and equity se curities are netted in the
line item “cash investments and restricted funds” in cash flows from investing
activities based on the disclosure in Note 5 on page 75.  If so, with reference to paragraphs 11-13 of SFAS 95, please explain to us your  basis for netting these
items.
3. Please explain to us why the proceeds fr om the sale of nuclear decommissioning
trust funds differ from the amounts di sclosed in the table on page 76.

Note 2. Summary of Significant Accounting Policies, page 59

(A) Accounting for the Effects of Regulation, page 59

Regulatory Assets, page 60
4. With respect to those regulatory assets not earning a return, please disclose the
remaining recovery period.  Refer to paragraph 20 of SFAS 71.  Additionally, please note that we believe the best pract ices approach regarding regulatory assets
is to affirmatively indicate whether a part icular regulatory asse t is earning a rate
of return and the anticipated recovery period.

(F) Property, Plant and Equipment, page 62
5. Please separately disclose the balances fo r unregulated versus regulated in service
property, plant and equipment and accumu lated provision for depreciation.

(H) Asset Impairments, page 63
6. You disclose on page 12 of the Met- Ed Annual Report that you recognized a
goodwill impairment charge of $355 million in  the fourth quarter of 2006.  Yet, it
does not appear that this im pairment charge is reflected in your consolidated
results.  Please advise.  In doing so, please explain to us how you apply the relevant provisions of SFAS 131 in dete rmining your reporting units.  Please also

Mr. Harvey L. Wagner
May 3, 2007
Page 3 of 4
tell us how you identify and assign goodwill to reporting units for the purpose of testing goodwill for impairment.  Please re fer to paragraphs 30-35 of SFAS 142.

Note 10. Regulatory Matters, page 80

(E) FERC Matters, page 86
7. We have noted that several other utili ties in your jurisdiction have recorded
reserves related to potential SECA refunds.  Please tell us whether you recorded a similar reserve and why or why not.  If so, explain to us how you arrived at the
amount.  Refer to paragraph 11.a of SFA S 71 and paragraph 8 of SFAS 5.

Exhibit 13.1. Ohio Edison Company 2006 Annual Report to Stockholders

Consolidated Statements of Co mmon Stockholder’s Equity, page 25
8. Please explain to us why the income tax benefit allocated to the net liability for unfunded retirement benefits due to th e implementation of SFAS 158 significantly
exceeds the net liability.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a response le tter that keys your responses
to our comments and provides any requested information.  Detailed response letters
greatly facilitate our review.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

Mr. Harvey L. Wagner
May 3, 2007
Page 4 of 4
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.

       S i n c e r e l y ,

       William Thompson
       B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      December 27, 2006

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Filed March 2, 2006
Forms 10-Q for Fiscal Quarters Ended
March 31, 2006, J une 30, 2006 and September 30, 2006
  File No. 333-21011

Dear Mr.Wagner:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      SEC Response Letter Dated 12-19-06

                        December
      19,
      2006

    Mr.
      Jim Allegretto

    Senior
      Assistant
      Chief Accountant

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

              Re:

              FirstEnergy
                Corp.

              Form
                10-K for
                Fiscal Year Ended December 31, 2005

              Filed
                March 2,
                2006

              Forms
                10-Q for
                Fiscal Quarters Ended

              March
                31,
                2006, June 30, 2006 and September 30, 2006

              File
                No.
                333-21011

    Dear
      Mr.
      Allegretto:

    This
      letter is in
      response to your further correspondence dated December 5, 2006 regarding your
      review of the filings by FirstEnergy Corp. on Form 10-K for the fiscal year
      ended December 31, 2005 (Form 10-K), and Forms 10-Q for the periods ended
      March 31, 2006, June 30, 2006 and September 30, 2006. Your additional
      comment is indicated below in italics, followed by our response.

    Form
      10-K for
      Fiscal Year Ended December 31, 2005

    Exhibit
      13

    Management’s
      Discussion and Analysis of Results of Operations and Financial

    Condition,
      page
      4

    Executive
      Summary, page 4

              1.

              We
                have
                reviewed your response to comment 1 in our letter dated October 23,
                2006.
                Please be advised that using a non-GAAP measure requires substantive
                economic consequences such as allocating resources, determining
                compensation incentives or other management action that result in
                the use
                of cash or other assets based on the information conveyed by the
                non-GAAP
                measure. In this regard, please explain to us in greater detail how
                you
                use both “earnings before unusual items” and “cash earnings.” You may want
                to provide specific examples. In particular, we are interested to
                understand how you use such measures “as budgetary controls” and how
                “earnings before unusual items” “influences resource allocation issues.”
                Specifically tell us whether these measures are used in setting budgets
                or
                give us an example of how use of the measure affects resource allocation.
                Furthermore, we do not concur that disclosing the differences in
                the
                non-GAAP measure compensates for the limitation since removal of
                the
                non-GAAP statistic would accomplish the same result. You may want
                to
                revise your discussion or eliminate presenting non-GAAP
                measures.

    Mr.
      Jim
      Allegretto

    December
      19,
      2006

    Page
      2

                Furthermore,
                  there is no proposed discussion of the "cash
                  earnings" measure. Please note that Question 8 of our
                  "Frequently Asked Questions Regarding the Use of Non-GAAP
                  Financial Measures" applies to all non-GAAP performance measures
                  that exclude any recurring items such as depreciation
                  and amortization. As your non-GAAP performance measure "cash earnings"
                  excludes recurring items, you should provide disclosure which fully
                  discusses each bullet point of Question 8, regardless of whether
                  the
                  excluded items are identified as unusual or otherwise.  Please show
                  us how your revised disclosure will read in future
                  filings.

                Response:
                  We continue to believe that we have historically complied
                  with
                  all applicable requirements for the presentation and use of non-GAAP
                  financial measurres in our filings with the Commission.  However,
                  after careful consideration of the Staff's comments and upon further
                  review of our continuing disclosure obligations, we have determined
                  that
                  FirstEnergy will not include non-GAAP measures in future Form 10-K
                  and
                  Form 10-Q filings with the Commission.  We do intend to continue to
                  use non-GAAP financial measures in future non-filed
                  documents and will comply with all applicable requirements
                  of
                  Regulation G in that regard.

    *
      * * *

    FirstEnergy
      Corp.
      hereby acknowledges that:

            ·

              FirstEnergy
                is
                responsible for the adequacy and accuracy of the disclosures relating
                to
                its annual report on Form 10-K for the year ended December 31, 2005
                and
                its Forms 10-Q for the quarters ended March 31, 2006, June 30, 2006
                and
                September 30, 2006;

            ·

              Staff
                comments
                or changes to disclosure in response to staff comments do not foreclose
                the Securities and Exchange Commission from taking any action with
                respect
                to the filing; and

            ·

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

    Please
      feel free to
      call me (330-384-5296) or Jeffrey R. Kalata, Assistant Controller (330-374-6580)
      with any further questions you may have. I appreciate your assistance in
      ensuring our compliance with the Commission’s disclosure
      requirements.

              Sincerely,

              Harvey
                L.
                Wagner

              Vice
                President, Controller and

              Chief
                Accounting Officer

    HLW:dlc

    Attachment

              cc:

              Sarah
                Goldberg

              Staff
                Accountant

              Securities
                and
                Exchange Commission

              Anthony
                J.
                Alexander

              Richard
                H.
                Marsh

              Leila
                L.
                Vespoli

Mail Stop 3561

      December 5, 2006

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Filed March 2, 2006
Forms 10-Q for Fiscal Quarters Ended
March 31, 2006, J une 30, 2006 and September 30, 2006
  File No. 333-21011

Dear Mr. Wagner:

We reviewed your response to our prior comment on the above referenced filings
as set forth in your letter dated November 6, 2006.  Our review resulted in the following
additional comment.

Form 10-K for Fiscal Year Ended December 31, 2005

Exhibit 13

Management’s Discussion and Analysis of  Results of Operations and Financial
Condition, page 4

Executive Summary, page 4

1. We have reviewed your response to co mment 1 in our lette r dated October 23,
2006.  Please be advised that using a non-GAAP measure requires substantive
economic consequences such as alloca ting resources, determining compensation
incentives or other management action that re sult in the use of cash or other assets
based on the information conveyed by the non-GAAP measure.  In this regard, please explain to us in  greater detail how you use both “earnings before unusual
items” and “cash earnings.”  You may want  to provide specific examples.  In

Mr. Wagner
FirstEnergy Corporation
December 5, 2006 Page 2 of 2
particular, we are interested to unde rstand how you use such measures “as
budgetary controls” and how “earnings before unusual items” “influences
resource allocation issues.”  Specifically tell us whether these measures are used
in setting budgets or give us an exam ple of how use of the measure affects
resource allocation.  Furthermore, we do not concur that disclosing the differences in the non-GAAP measure compensates fo r the limitation since removal of the
non-GAAP statistic would accomplish the same  result.  You may want to revise
your discussion or eliminate presenting non-GAAP measures.  Furthermore, there
is no proposed discussion of the “cash earnings” measure.  Please note that
Question 8 of our “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures” applies to all non-GAAP performan ce measures that exclude
any recurring  items such as deprecation and amortization.  As your non-GAAP
performance measure “cash earnings” ex cludes recurring items, you should
provide disclosure which fully discusses each bullet point of Question 8, regardless of whether the excluded items ar e identified as unusual or otherwise.
Please show us how your revised disclosure will read in future filings.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Pl ease furnish a response letter that keys your
response to our comment and provides any requested information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3849 with any other questions.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      SEC Response Letter Dated 11-6-06

                            November
      6,
      2006

    Mr.
      Jim Allegretto

    Senior
      Assistant
      Chief Accountant

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

              Re:

              FirstEnergy
                Corp.

              Form
                10-K for
                Fiscal Year Ended December 31, 2005

              Filed
                March 2,
                2006

              Forms
                10-Q for
                Fiscal Quarters Ended

              March
                31, 2006
                and June 30, 2006

              File
                No.
                333-21011

    Dear
      Mr.
      Allegretto:

    This
      letter is in
      response to your further correspondence dated October 23, 2006 regarding your
      review of the filings by FirstEnergy Corp. on Form 10-K for the fiscal year
      ended December 31, 2005 (Form 10-K), and Forms 10-Q for the periods ended
      March 31, 2006 and June 30, 2006. Your additional comment is indicated
      below in italics, followed by our response.

Form
      10-K for
      Fiscal Year Ended December 31, 2005

    Exhibit
      13

    Management’s
      Discussion and Analysis of Results of Operations and Financial

    Condition,
      page
      4

    Executive
      Summary, page 4

             1.

              We
                have
                reviewed your response to comment 3 in our letter dated September
                8, 2006.
                Please confirm that you will revise your disclosure in future filings
                to
                disclose the information you present in the first sub-response to
                comment
                3. Further, you state that you have never used the non-GAAP measures
                in an
                attempt to smooth earnings, thereby suggesting that Question 8 of
                the
                “Frequently Asked Questions Regarding the Use of Non-GAAP Financial
                Measures” is inapplicable. Similarly, you indicate that all items excluded
                from net income in arriving at “earnings before unusual items” are
                non-recurring. Please note that we view items such as asset impairments
                collectively in relation to each other in determining whether they
                are
                recurring. As such, we consider many of these items, such as asset
                impairments, rate settlements, plant outages, and tax adjustments,
                to be
                recurring in nature. As you have excluded items of a recurring nature
                in
                arriving at both “earnings before unusual items” and “cash earnings,” we
                believe Question 8 is applicable. As such, please show us how your
                revised
                disclosures, which should fully discuss each bullet point of Question
                8,
                will read in future filings. While you indicate management frequently
                references non-GAAP measures in decision-making, ensure you explain
                in
                greater detail how you use the non-GAAP measures to conduct or evaluate
                your business. For example, are such performance measures used in
                budgetary, compensatory or resource allocation decisions? If you
                do not
                use the measures in managing your business, please revise to remove
                such
                measures from your filing. Finally, please tell us in detail how
                you use
                “cash earnings” to measure performance since it appears to be more akin to
                a liquidity measure.

    Mr.
      Jim
      Allegretto

    November
      6,
      2006

    Page
      2 of
      4

              Response:
                We
                hereby
                confirm the representation included in our letter to you dated September
                21, 2006, that we will revise our disclosures in future filings to
                disclose the information we presented in the first sub-response to
                comment
                3 of that letter.

              With
                respect
                to your questions regarding our use of the non-GAAP “cash earnings”
                measure, please be advised that we do not exclude any unusual items
                (as we
                use that term respecting our non-GAAP “earnings before unusual items”
                measure) from the calculation. We include a reconciliation of net
                income
                computed under GAAP to the non-GAAP “cash earnings” measure, showing the
                major non-cash charges or credits to income (e.g., depreciation,
                amortization of regulatory assets, deferral of new regulatory assets).
                The
                intent of that non-GAAP measure is to provide readers of the cash
                flow
                statement with an enhanced understanding of how cash was provided
                from
                operating activities - by segregating earnings that are realized
                in cash
                during a typical business cycle from the effects of working capital
                changes and other impacts to operating cash flows due to the timing
                of
                cash receipts and payments. This comparison tends to separate the
                cash
                impacts of operational performance versus working capital management
                and
                is used by management for cash forecasting, analyzing operational
                performance (i.e., as a budgetary control) and identifying
                trends.

              The
                non-GAAP
                “earnings before unusual items” measure is used by management as a
                budgetary control that in some cases influences resource allocation
                issues. The Board of Directors also uses this non-GAAP measure as
                one
                component in its analysis in awarding performance-based compensation
                to
                executive management and employees.

              In
                future
                filings, we will include disclosure similar to the following for
                the
                non-GAAP “earnings before unusual items” measure:

              The
                non-GAAP
                measure above, earnings before unusual items, is not calculated in
                accordance with GAAP because it excludes the impact of “unusual items”.
                Unusual items reflect the impact on earnings of events that are not
                routine or for which FirstEnergy believes the financial impact will
                disappear or become immaterial within a near-term finite period.
                By
                removing the earnings effect of such issues that have been resolved
                or are
                expected to be resolved over the near-term, management and investors
                can
                better measure FirstEnergy’s business and earnings potential. In
                particular, the non-core asset sales/impairments items refer to a
                finite
                set of energy-related assets that had been previously disclosed as
                held
                for sale, a substantial portion of which have already been sold.
                Similarly, the NRC fine in 2005 and further litigation settlements
                similar
                to the New Source Review settlement in 2005 are not reasonably expected
                to
                occur in the near-term.

      Mr.
        Jim
        Allegretto

      November
        6,
        2006

      Page 3
        of
        4

                  FirstEnergy
                    believes presenting normalized earnings calculated in this manner
                    provides
                    useful information to investors in evaluating the ongoing results
                    of
                    FirstEnergy’s businesses over the longer term and assists investors in
                    comparing FirstEnergy’s operating performance to the operating performance
                    of others in the energy sector. Generally, a non-GAAP financial
                    measure is
                    a numerical measure of a company’s historical or future financial
                    performance, financial position, or cash flows that either excludes
                    or
                    includes amounts, or is subject to adjustment that has the effect
                    of
                    excluding or including amounts, that are not normally excluded
                    or included
                    in the most directly comparable measure calculated and presented
                    in
                    accordance with GAAP. Earnings per share before unusual items
                    on a
                    non-GAAP basis (normalized earnings per share) are not calculated
                    in
                    accordance with GAAP because it excludes the impact of “unusual items.”
                    Unusual items reflect the impact on earnings of material events
                    that are
                    not routine, including those that may be related to discontinued
                    businesses or the cumulative effect of an accounting change.

              The
                non-GAAP
                normalized earnings measure is an important performance metric used
                by
                management to assess the financial results of its business units
                against
                plan for the current year, to establish future performance targets
                and
                identify resources required by business units to reach those targets.
                This
                measure also assists management in setting FirstEnergy’s performance
                expectations with the investment community for future periods, in
                addition
                to assisting investors in comparing FirstEnergy’s operating performance to
                the operating performance of other companies in the energy sector.
                Using
                non-GAAP normalized earnings-based measures limits the ability to
                compare
                FirstEnergy’s economic value added or eroded based on net income computed
                under GAAP and similar comparisons to that of peer companies. Therefore,
                FirstEnergy clearly discloses the differences between the GAAP and
                non-GAAP measures to compensate for that limitation. Non-GAAP measures
                should be considered in addition to, and not as a substitute for,
                their
                most directly comparable financial measures prepared in accordance
                with
                GAAP.

      *
        * * *

      FirstEnergy
        Corp.
        hereby acknowledges that:

            ·

              FirstEnergy
                is
                responsible for the adequacy and accuracy of the disclosures relating
                to
                its annual report on Form 10-K for the year ended December 31, 2005
                and
                its Forms 10-Q for the quarters ended March 31, 2006 and June 30,
                2006;

            ·

              Staff
                comments
                or changes to disclosure in response to staff comments do not foreclose
                the Securities and Exchange Commission from taking any action with
                respect
                to the filing; and

      Mr.
        Jim
        Allegretto

      November
        6,
        2006

      Page 4
        of
        4

            ·

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

      Please
        feel free to
        call me (330-384-5296) or Jeffrey R. Kalata, Assistant Controller (330-374-6580)
        with any further questions you may have. I appreciate your assistance in
        ensuring our compliance with the Commission’s disclosure
        requirements.

                Sincerely,

                Harvey
                  L.
                  Wagner

                Vice
                  President, Controller and

                Chief
                  Accounting Officer

      HLW:dlc

      Attachment

                cc:

                Sarah
                  Goldberg

                Staff
                  Accountant

                Securities
                  and
                  Exchange Commission

                Anthony
                  J.
                  Alexander

                Richard
                  H.
                  Marsh

                Leila
                  L.
                  Vespoli

Mail Stop 3561

      October 23, 2006

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Filed March 2, 2006
Forms 10-Q for Fiscal Quarters Ended
March 31, 2006 an d June 30, 2006
  File No. 333-21011

Dear Mr. Wagner:

We reviewed your responses to our prior comments on the above referenced
filings as set forth in your letter dated Se ptember 21, 2006.  Our review resulted in the
following additional comment.

Form 10-K for Fiscal Year Ended December 31, 2005

Exhibit 13

Management’s Discussion and Analysis of  Results of Operations and Financial
Condition, page 4

Executive Summary, page 4
1. We have reviewed your response to co mment 3 in our letter dated September
8, 2006.  Please confirm that you will revise  your disclosure in future filings
to disclose the information you present in  the first sub-response to comment 3.
Further, you state that you have neve r used the non-GAAP measures in an
attempt to smooth earnings, thereby s uggesting that Question 8 of the
“Frequently Asked Questions Regardi ng the Use of Non-GAAP Financial
Measures” is inapplicable.  Similarly, you indicate that all items excluded

Mr. Wagner
FirstEnergy Corporation
October 23, 2006 Page 2 of 2
from net income in arriving at “ear nings before unusual items” are non-
recurring.  Please note that we view  items such as asset impairments
collectively in relation to each othe r in determining whether they are
recurring.  As such, we consider many of these items, such as asset impairments, rate settlements, plant outages, and tax adjustments, to be
recurring in nature .  As you have excluded items of a recurring nature in
arriving at both “earnings before unusual items” and “cash earnings,” we believe Question 8 is applicable.  As such, please show us how your revised
disclosures, which should fully discu ss each bullet point of Question 8, will
read in future filings.  While you indicate management frequently references
non-GAAP measures in decision-making, en sure you explain in greater detail
how you use the non-GAAP measures to conduct or evaluate  your business.
For example, are such performance measures used in budgetary, compensatory or resource allocat ion decisions?  If you do not use the
measures in managing your business, please revise to remove such measures from your filing.  Finally, please tell us in detail how you use “cash earnings” to measure performance since it appear s to be more akin to a liquidity
measure.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Pl ease furnish a response letter that keys your
response to our comment and provides any requested information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3849 with any other questions.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      SEC Response Letter

                    September
      21,
      2006

    Mr.
      Jim Allegretto

    Senior
      Assistant
      Chief Accountant

    Division
      of
      Corporation Finance

    Securities
      and
      Exchange Commission

    Mail
      Stop
      3561

    100
      F Street, N.E.

    Washington,
      D.C.
      20549

              Re:

              FirstEnergy
                Corp.

              Form
                10-K for
                Fiscal Year Ended December 31, 2005

              Filed
                March 2,
                2006

              Forms
                10-Q for
                Fiscal Quarters Ended

              March
                31, 2006
                and June 30, 2006

              File
                No.
                333-21011

    Dear
      Mr.
      Allegretto:

    This
      letter is in
      response to your correspondence dated September 8, 2006 regarding your review
      of
      the filings by FirstEnergy Corp. on Form 10-K for the fiscal year ended
      December 31, 2005 (Form 10-K), and Forms 10-Q for the periods ended
      March 31, 2006 and June 30, 2006. Your comments are indicated below in
      italics, followed by our responses.

    FORM
      10-K
      FOR FISCAL YEAR ENDED DECEMBER 31, 2005

    Exhibits
      31.1 and
      31.2

              1.

              In
                future
                filings, please provide separate Section 302 and Section  906
                certifications for each registrant.

              Response:
                In
                future
                filings we will provide separate Section 302 and Section 906
                certifications for each registrant.

              2.

              In
                future
                filings, please revise your certifications to replace references
                to
                “annual report” with “report”. You may continue to refer to “annual
                report” in Item 1 of the certification. Note that the language of the
                certifications required by Section 302 of Sarbanes Oxley and
                Item 601(b)(31) of Regulation S-K should not be altered.
                Similarly, please revise your certifications in future filings of
                Form
                10-Q to replace references to “quarterly report” with
                “report”.

              Response:
                In future
                filings we will remove the words “annual” and “quarterly” on the
                respective exhibits.

      Exhibit
        13

    Management’s
      Discussion and Analysis of Results of Operations and Financial
      Condition, page
      4

    Executive
      Summary, page 4

              3.

              We
                note
                your presentation of the non-GAAP measures “earnings before unusual items”
                on page 4 and “cash earnings” on page 22. We assume you consider such
                measures to be non-GAAP measures of performance. If so, indicate
                as such
                and provide cautionary disclosure that the non-GAAP measures may
                not be
                comparable to similarly titled measures used by other entities. We
                believe
                the non-GAAP measures should not be considered an alternative to
                net
                income, the most directly comparable GAAP measure, as an indicator
                of
                operating performance. If you agree, you should so state. If you
                do not,
                explain why.

              Response:
                We do
                consider the non-GAAP “earnings before unusual items” on page 4 and “cash
                earnings” on page 22 as non-GAAP measures of performance. In future
                filings we will explicitly state that fact and provide cautionary
                disclosure that the non-GAAP measures may not be comparable to similarly
                titled measures used by other entities.

              We
                believe
                that the non-GAAP measures should not be considered an alternative
                to net
                income, but as complimentary to, net income, the most directly comparable
                GAAP measure, and are useful to readers of our financial statements,
                when
                considered together with net income, in understanding our overall
                operating performance. We have disclosed our rationale in the first
                paragraph on page 5 of the Form 10-K following the Non-GAAP reconciliation
                to net income on the preceding page. With regard to the non-GAAP
“cash
                earnings” measure, our rationale for its inclusion is contained in the
                paragraph preceding the Reconciliation of Net Income to Cash Earnings
                on
                page 22.

              Further,
                in arriving at these measures, it appears you exclude items that
                are
                recurring in nature. Please note that if you intend to include non-GAAP
                performance measures that exclude items of a potentially recurring
                nature
                in future filings, you should demonstrate the usefulness of the measure.
                In this regard, you should fully address the bullet points in Question
                8
                of our Frequently Asked Questions Regarding the Use of Non-GAAP Financial
                Measures, available on our website at www.sec.gov,
                in
                crafting your revised disclosures. In this regard, ensure you revise
                your
                disclosures as follows:

              Disclose
                the specific manner in which you use the non-GAAP measures to conduct
                or
                evaluate your business. If you do not use the measures in any of
                the above
                manners, explain your basis for presenting the measures.

            Response:
              With regard
              to Question 8 of the Commission’s Frequently Asked Questions Regarding the
              Use of Non-GAAP Financial Measures, we respectfully submit that
              FirstEnergy has never used a non-GAAP measure in an attempt to smooth
              earnings. We use the non-GAAP measures to assess operating performance
              -
              that is, to assess results without adjustments due to material items
              such
              as non-core asset sales and/or impairments, the impacts of new
              legislation, litigation, accounting standards or similar authoritative
              pronouncements that may create a new asset or liability as a result
              of
              past transactions, and the actions of regulators that either create
              regulatory assets related to costs incurred in prior annual fiscal
              periods
              or that disallow regulatory assets that were created in prior annual
              fiscal periods. The intent of the adjustments from GAAP to non-GAAP
              measures is to provide a meaningful representation of current year
              operating results.

        2

              Discuss
                the economic substance behind your decision to use the
                measures.

              Response:
                We believe
                the non-GAAP measures provide meaningful supplementary information
                for the
                reader to interpret FirstEnergy’s operating performance for an annual
                fiscal period, from both an earnings and cash generation perspective.
                The
                items reconciling non-GAAP measures to GAAP measures are prominently
                displayed and described in our disclosures so that operating trends
                are
                not distorted by the types of unusual items that may occur during
                an
                annual fiscal period as described above. In our non-GAAP reconciliation
                of
                “Earnings Before Unusual Items” to “Net Income” on page 4 of the Form
                10-K, there are items that are included in more than one year, but
                that
                fact alone does not cause those items to be defined as recurring.
                Our
                reasoning for each item included in more than one year on page 4
                is
                summarized below:

              –Cumulative
                effect of accounting changes - These are isolated instances that
                result
                from the adoption of new accounting standards.

The
                caption in each year
                may be the same, but the circumstances are unrelated from year to
                year.

              –Non-core
                asset
                sales/impairments - FirstEnergy is completing its program of divesting
                a
                defined group of non-core assets following

                its 2001 acquisition of GPU, Inc. That program necessarily spanned
                several
                years and is not recurring in nature.

              –Davis-Besse
                extended outage impacts - The impacts relate to a single, significant
                unplanned and highly unusual outage at our

                Davis-Besse nuclear plant that spanned several years because of the
                complexity of both the remediation efforts that were required

                and the regulatory and legal issues that had to be addressed.

              We
                do not
                expect that any of the other items in the reconciliation that relate
                to
                just one year would recur in the following two years.

              Disclose
                the material limitations associated with use of the measures as compared
                to the use of the most directly comparable GAAP financial measure.
                For
                example, how does exclusion of an economic event produce a measure
                that is
                at least equal in qualitative content to the comparable GAAP
                measure?

              Response:
                We
                do not
                believe the non-GAAP measures should be considered an alternative
                to net
                income because the measure may not be comparable to similarly titled
                measures used by other entities. We will disclose this limitation
                in
                future filings that include non-GAAP
                measures.

        3

              Disclose
                the manner in which you compensate for these limitations when using
                the
                measures.

              Response:
                We do not
                display non-GAAP measures more prominently than GAAP measures and
                we
                provide complete and robust disclosures of GAAP
                measures.

              Please
                show us how the revised disclosures will read in future filings.

              Response:
                In addition
                to what we currently disclose regarding non-GAAP financial measures,
                the
                following cautionary language will be added:

              Generally,
                a
                non-GAAP financial measure is a numerical measure of a company’s
                historical or future financial performance, financial position, or
                cash
                flows that either excludes or includes amounts, or is subject to
                adjustment that has the effect of excluding or including amounts,
                that are
                not normally excluded or included in the most directly comparable
                measure
                calculated and presented in accordance with accounting principles
                generally accepted in the United States (GAAP). Earnings per share
                before
                unusual items on a non-GAAP basis (normalized earnings per share)
                is not
                calculated in accordance with GAAP because it excludes the impact
                of
                “unusual items”. Unusual items reflect the impact on earnings of material
                events that are not routine, including those that may be related
                to
                discontinued businesses or the cumulative effect of an accounting
                change.
                Management believes presenting normalized earnings calculated in
                this
                manner provides useful information to investors in evaluating the
                ongoing
                results of FirstEnergy’s businesses and assists investors in comparing the
                company’s operating performance to the operating performance of other
                companies in the energy sector. In addition, cash earnings (non-GAAP)
                are
                not defined under GAAP. Management believes presenting this non-GAAP
                measure provides useful information to investors in assessing
                FirstEnergy’s operating performance from a cash perspective without the
                effects of material unusual economic events. FirstEnergy’s management
                frequently references these non-GAAP financial measures in its
                decision-making, using them to facilitate historical and ongoing
                performance comparisons as well as comparisons to the performance
                of peer
                companies. These non-GAAP measures should be considered in addition
                to,
                and not as a substitute for, their most directly comparable financial
                measures prepared in accordance with
                GAAP.

    Contractual
      Obligations, page 26

              4.

              Please
                consider revising your table to include estimated interest payments
                on
                your debt. Because the table is aimed at increasing transparency
                of cash
                flow, we believe these payments should be included in the table.
                If you
                continue to choose not to include these payments, a footnote to the
                table
                should provide any additional information that is material to an
                understanding of your cash requirements. See Section IV.A and Footnote
                46
                to the Commission’s MD&A Guidance dated December 29, 2003, available
                at www.sec.gov.

              Response:
                In future
                filings we will include estimated interest payments on debt in the
                table
                of contractual obligations in the Management’s Discussion and
                Analysis.

        4

    Consolidated
      Statements of Income, page 46

              5.

              Please
                revise to present the subtotal income before income taxes. Refer
                to the
                requirements of Rule 5-03(b)(10) of Regulation
                S-X.

              Response:
                In future
                filings we will present the subtotal “Income Before Income
                Taxes”.

              6.

              Please
                revise to present the subtotal income before cumulative effects of
                changes
                in accounting principles. Refer to the requirements of Rule 5-03(b)(16)of
                Regulation S-X.

Mail Stop 3561

      September 8, 2006

Mr. Harvey L. Wagner
Vice President, Controller, and Chief Accounting Officer
FirstEnergy Corporation
76 South Main Street
Akron, Ohio  44308

 Re: FirstEnergy Corporation
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Filed March 2, 2006
Forms 10-Q for Fiscal Quarters Ended
March 31, 2006 an d June 30, 2006
  File No. 333-21011

Dear Mr. Wagner:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Wagner
FirstEnergy Corporation
September 8, 2006 Page 2 of 5
Form 10-K for Fiscal Year Ended December 31, 2005

Exhibits 31.1 and 31. 2
1. In future filings, please provide separate Section 302 and Section 906
certifications for each registrant.
2. In future filings, please revise your certif ications to replace references to “annual
report” with “report.”  You may continue to refer to “annual report” in Item 1 of
the certification.  Note th at the language of the certif ications required by Section
302 of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K should not be altered.  Similarly, please revi se your certifications in fu ture filings of Form 10-Q
to replace references to “quarterly  report” with “report.”

Exhibit 13

Management’s Discussion and Analysis of  Results of Operations and Financial
Condition, page 4

Executive Summary, page 4
3. We note your presentation of the non-GAAP  measures “earnings before unusual
items” on page 4 and “cash earnings” on pa ge 22.  We assume you consider such
measures to be non-GAAP measures of perfor mance.  If so, indicate as such and
provide cautionary disclosure that  the non-GAAP measures may not be
comparable to similarly titled measures used by other entities.   We believe the
non-GAAP measures should not be considered  an alternative to net income, the
most directly comparable GAAP measure, as an indicator of operating performance.  If you agree, you should so state.  If you do not, explain why.  Further, in arriving at these measures , it appears you exclude items that are
recurring in nature.  Please note th at if you intend to include non-GAAP
performance measures that exclude items  of a potentially r ecurring nature in
future filings, you should demonstrate the usefulness of the measures.  In this
regard, you should fully address the bullet points in Question 8 of our Frequently
Asked Questions Regarding the Use of N on-GAAP Financial Measures, available
on our website at www.sec.gov, in crafting your revised disclosures.  In this
regard, ensure you revise your  disclosures as follows:
• Disclose the specific manner in which you use the non-GAAP measures to
conduct  or evaluate your business.  If you do not use the measures in any of
the above manners, explain your basis for presenting the measures.
• Discuss the economic substance behind your decision to use the measures.
• Disclose the material limitations asso ciated with use of the measures as
compared to the use of the most directly comparable GAAP financial measure.  For example, how does exclusion of an economic event produce a

Mr. Wagner
FirstEnergy Corporation
September 8, 2006 Page 3 of 5
measure that is at least equal in quali tative content to the comparable GAAP
measure?
• Disclose the manner in which you comp ensate for these limitations when
using the measures.
Please show us how the revised disclosures will read in future filings.

Contractual Obligations, page 26

4. Please consider revising your table to incl ude estimated interest payments on your
debt.  Because the table is aimed at in creasing transparency of cash flow, we
believe these payments should be included in  the table.  If you continue to choose
not to include these payments, a foot note to the table should provide any
additional information that is materi al to an understanding of your cash
requirements.  See Section IV.A and Footnote 46 to the Commission’s MD&A
Guidance dated December 29, 2003, available at www.sec.gov .

Consolidated Statements of Income, page 46
5. Please revise to present the subtotal inco me before income taxes.  Refer to the
requirements of Rule 5-03(b)(1 0) of Regulation S-X.
6. Please revise to present the subtotal inco me before cumulative effects of changes
in accounting principles.  Refer to the requirements of Rule 5-03(b)(16) of
Regulation S-X.

Consolidated Statements of Cash Flows, page 53
7. With reference to paragraphs 11-13 of  SFAS 95, please explain to us how you
concluded it was appropriate to present “Nonutility generation trusts withdrawals
(contributions)” on a net basis.   In this regard, you may want to explain to us the
nature of the trusts.

Note 2. Summary of Significant Accounting Policies, page 55

(A) Accounting for the Effects of Regulation, page 55

Regulatory Assets, page 56
8. We note your disclosure that, as a result of  the rate certainty plan approved in
January 2006, the “Extended RTC” balances were reduced by $205 million on a consolidated basis.  Please tell us the regulators rationale  in applying it against the
“Accumulated cost of remova l regulatory liability.”  In  doing so, please also
explain to us in greater de tail why the “Extended RTC” balances were reduced on
January 1, 2006.  Lastly help us understand th e cash flow effects of this regulatory
action.  Tell us the extent amounts defe rred under customer shopping incentives

Mr. Wagner
FirstEnergy Corporation
September 8, 2006 Page 4 of 5
were cash outflows and whether the practical  effect of the offset is to avoid a
possible rate increase now as opposed to offsetting a current rate increase with a future rate refund.

(D) Accounting for Certain Wholes ale Energy Transactions, page 57
9. You indicate that on January 1, 2005 you be gan accounting for purchase and sale
transactions in the PJM Market based on your net hourly position.  Please explain
to us how you concluded it was appropriate not to reclassify comparative financial
statements for prior periods.  In expl aining your accounting ra tionale, please tell
us what predominant practice has been and is currently in the financial statements
of deregulated electricity providers and tell us whether any other unregulated
generator has undergone a si milar accounting change.

(F) Property, Plant and Equipment, page 58
10. With respect to your 50% ownership inte rest in Yards Creek Pumped Storage
Facility, please disclose the amount of utility plant in service, the accumulated
provision for depreciation, and the am ount of plant under construction.
Additionally, disclose whethe r your share of direct expe nses is included in the
corresponding operating expense line items on the income statement.  Refer to the requirements of SAB Topic 10:C.  If you believe such  amounts are immaterial,
please provide us your reasoning.

(K) Cumulative Effect of Accounting Changes, page 61
11. Please explain to us why the adoption of SFAS 143 in 2003 resulted in income.  In this regard, if the income recogni zed relates to amounts collected from
customers prior to the adoption of SFA S 143, explain to us how you concluded
such amounts represent assets of the corpor ation rather than amounts, if not spent,
to be returned to customers.  Please tell us whether you received any type of
regulatory, legislative, legal or other type of acquiescence for the position you
adopted.

Note 3. Pension and Other Postreti rement Benefit Plans, page 62
12. Please explain to us how you calculate the ma rket related value of plan assets as
that term is defined in SFAS 87.  Sin ce there are alternatives to how you can
calculate this item, and it has a direct effect on pension expense, we believe you should disclose how you determine this amount in accordance with paragraph 12 of APB 22.

*    *    *    *

Mr. Wagner
FirstEnergy Corporation
September 8, 2006 Page 5 of 5
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a response letter that keys
your responses to our comments and provide s any requested information.  Detailed
response letters greatly facilita te our review.  Please file your response letter on EDGAR.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3849 with any other questions.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant