35-CERT

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

*******************************************
              In the Matter of:

                                                         CERTIFICATE
              FisrtEnergy Corp.                          PURSUANT TO
             (File No. 70-10205)                           RULE 24

(Public Utility Holding Company Act of 1935)

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         This Certificate of Notification (the "Certificate") is filed by
FirstEnergy Corp. ("FirstEnergy"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), in connection with
the transactions proposed in the Form U-1 Application-Declaration, as amended,
of FirstEnergy in File No. 70-10205 (the "Application").

         In the Application, FirstEnergy requested authorization for certain
proposed amendments to its Amended Articles of Incorporation and Amended Code of
Regulations (together, the "Governing Documents") to eliminate certain
anti-takeover type provisions and to terminate its existing rights plan ("Rights
Plan"). FirstEnergy also requested authorization to solicit proxies from its
shareholders for use at its 2004 annual meeting (the "Solicitation") in
connection with the proposed amendments to the Governing Documents, as well as
in connection with the adoption of certain director and executive compensation
plans (the "Plans"). The transactions proposed in the Application were
authorized by the Securities and Exchange Commission (the "Commission") by
orders dated March 26, 2004 and May 5, 2004 (the "Orders"). FirstEnergy hereby
certifies the matters set forth below pursuant to Rule 24 of the rules under the
Act:

         i. On May 5, 2004, FirstEnergy terminated its existing Rights Plan;

         ii. On May 18, 2004, the Code of Regulations of FirstEnergy was amended
to eliminate provisions relating to classification of FirstEnergy's board of
directors;

         iii. Also on May 18, 2004, FirstEnergy's shareholders approved the
proposed amendments to the Plans; and

         iv. FirstEnergy's shareholders did not approve the proposed changes to
the Governing Documents to modify certain existing supermajority voting rights.
Accordingly, these proposed amendments to the Governing Documents will not be
adopted at this time.

         Included herewith as Exhibits F-1 and F-2 are "past tense" opinions of
counsel.





                                S I G N A T U R E

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this Certificate to
be signed on its behalf by the undersigned thereunto duly authorized.


                                           FIRSTENERGY CORP.


                                           By:  /s/Harvey L. Wagner
                                               ---------------------------------
                                           Name:  Harvey L. Wagner
                                           Title: Vice President and Controller

May 24, 2004



                                       2

EX-99

                                                                     EXHIBIT F-1


                                                   May 24, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Re:  FirstEnergy Corp. - File No. 70-10205
              -------------------------------------

Ladies and Gentlemen:

         We have examined the Application or Declaration on Form U-1, as amended
(the "Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed in the above-referenced proceeding by FirstEnergy
Corp. ("FirstEnergy"), and the orders of the Commission dated March 26, 2004 and
May 5, 2004 authorizing the transactions proposed therein.

         The Application requests authorization for certain proposed amendments
to FirstEnergy's Amended Articles of Incorporation and Amended Code of
Regulations (together, the "Governing Documents") and for the solicitation by
FirstEnergy of proxies from its shareholders for use at its 2004 annual meeting
(the "Solicitation") in connection with such proposals as well as in connection
with the adoption of certain director and executive compensation plans (the
"Plans").

         We have examined copies, signed, certified or otherwise proven to our
satisfaction, of the Governing Documents of FirstEnergy. We have also examined
such other documents, instruments and agreements, including the Plans, and have
made such further investigation as we have deemed necessary as a basis for this
opinion. We understand that, at the annual meeting of FirstEnergy's shareholders
held on May 18, 2004, proposals to declassify FirstEnergy's board of directors
and to adopt the Plans were approved but that proposals to amend the Governing
Documents to reduce certain supermajority voting requirements were not approved
by the requisite shareholder vote and, therefore, will not be implemented.

         We are members of the bars of the States of New Jersey and New York and
are not expert in the laws of any jurisdiction other than the laws of such
states and the federal laws of the United States of America. As to all matters
herein which are governed by the laws of the State of Ohio and the Commonwealth
of Pennsylvania, we have relied upon the opinion of Gary D. Benz, Esq., which is




being filed as Exhibit F-2 to the certificate under Rule 24 filed in this
proceeding.

         Based upon and subject to the foregoing, we are of the opinion that:

          (a)   all State laws applicable to the proposed transactions have been
          complied with;

          (b)   FirstEnergy is validly organized and existing in the State of
          Ohio; and

          (c)   the proposed transactions (to the extent that they have been
          implemented) did not violate the legal rights of the holders of any
          securities issued by FirstEnergy.

         We hereby consent to the filing of this opinion as an exhibit to the
certificate under Rule 24 filed in this proceeding. This opinion may not be
relied upon by any other person for any other purpose.

                                           Very truly yours,


                                           Thelen Reid & Priest LLP



                                       2

EX-99

                          [Letterhead of Gary D. Benz]





                                                                     EXHIBIT F-2

                                  May 24, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Re:   FirstEnergy Corp. - File No. 70-10205

Ladies and Gentlemen:

         I have examined the Application-Declaration on Form U-1, as amended
(the "Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed in the above-referenced proceeding by FirstEnergy
Corp. ("FirstEnergy"), and the orders of the Commission dated March 26, 2004 and
May 5, 2004 authorizing the transactions proposed therein.

         The Application requests authorization for certain proposed amendments
to FirstEnergy's Amended Articles of Incorporation and Amended Code of
Regulations (together, the "Governing Documents") and for the solicitation by
FirstEnergy of proxies from its shareholders for use at its 2004 annual meeting
(the "Solicitation") in connection with such proposals as well as in connection
with the adoption of certain director and executive compensation plans (the
"Plans").

         In connection with this opinion, I (or persons under my supervision or
control) have examined copies, signed, certified or otherwise proven to my
satisfaction, of the Governing Documents of FirstEnergy. I have also examined
such other documents, instruments and agreements, including the Plans, and have
made such further investigation as I have deemed necessary as a basis for this
opinion. At the annual meeting of FirstEnergy's shareholders held on May 18,
2004, proposals to declassify FirstEnergy's board of directors and to adopt the
Plans were approved but proposals to amend the Governing Documents to reduce
certain supermajority voting requirements were not approved by the requisite
shareholder vote and, therefore, will not be implemented.

         I am Associate General Counsel of FirstEnergy Corp. and have acted as
such in connection with the filing of the Application. I am a member of the bars
of the State of Ohio and Commonwealth of Pennsylvania and am not licensed to
practice in any other jurisdiction.

         Based upon and subject to the foregoing, I am of the opinion that:

         (a)   all Ohio and Pennsylvania laws applicable to the proposed
         transactions have been complied with;

         (b)   FirstEnergy is validly organized and existing in the State of
         Ohio; and

         (c)   the proposed transactions (to the extent that they have been
         implemented) did not violate the legal rights of the holders of any
         securities issued by FirstEnergy, or any of the following "associate
         companies" of FirstEnergy.

         I hereby consent to the filing of this opinion as an exhibit to the
certificate under Rule 24 filed in this proceeding. This opinion may not be
relied upon by any other person for any other purpose, except that Thelen Reid &
Priest LLP may rely on this opinion in rendering their opinion filed as Exhibit
F-1 to the certificate under Rule 24 in this proceeding.


                                                  Very truly yours,


                                                  /s/ Gary D. Benz