SEC FILE NO. 70-7727

                                       and

                             SEC FILE NO. 70-8593



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549





                             CERTIFICATE PURSUANT TO

                                     RULE 24

                            OF PARTIAL COMPLETION OF

                                  TRANSACTIONS





                                FirstEnergy Corp.







------------------------------------------
                                          :
      In the matter of                    :
      FirstEnergy, Corp.                  :     Certificate Pursuant
                                          :     to Rule 24 of Partial
                                          :     Completion of
                                          :     Transactions
      SEC File No. 70-7727                :
      SEC File No. 70-8593                :
      (Public Utility Holding Company Act :
      of 1935)                            :
------------------------------------------


TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

     In August 2000,  FirstEnergy Corp.  (FirstEnergy) entered into an agreement
to merge with GPU, Inc., (GPU) under which  FirstEnergy would acquire all of the
outstanding shares of GPU, Inc.'s common stock for approximately $4.5 billion in
cash and FirstEnergy  common stock.  The merger became  effective on November 7,
2001 and is being accounted for by the purchase  method.  As of November 7, 2001
GPU merged with and into  FirstEnergy  and ceased its separate  existence.  This
filing  excludes the activity for the period of merger close  (November 7, 2001)
through  December 31, 2001 for FirstEnergy  Generation  Corp. which is an exempt
wholesale generator (EWG).

     The undersigned,  FirstEnergy  hereby certifies  pursuant to Rule 24 of the
Rules and Regulations  under the Public Utility Holding Company Act of 1935 (the
Act), that certain of the transactions proposed in the Applications, as amended,
filed in SEC File No. 70-7727 and SEC File No. 70-8593, respectively,  have been
carried out in accordance with the Commission's  Orders dated December 19, 2000,
December  22,  1997,  November  16,  1995,  June 14,  1995,  December  28, 1994,
September  12, 1994,  December  18, 1992,  and June 26, 1990 with respect to the
transactions  proposed in the Application,  as amended, in SEC File No. 70-7727,
and the Commission's Orders dated December 26, 2000, December 22, 1997, November
5, 1997,  March 6, 1996,  January 19, 1996 and July 6, 1995 with  respect to the
transactions  proposed in the Application,  as amended, in SEC File No. 70-8593,
as follows.

     The  following  is reported in  accordance  with  Supplemental  Order dated
November 16, 1995 for SEC File No. 70-7727.

1.   Guarantees Issued
     -----------------

     As  successor-by-merger  to GPU, FirstEnergy assumed all obligations of GPU
under the following  guarantees which were outstanding during the period October
1, 2001 through December 31, 2001:

          (a)  Guaranty  dated  September  1,  1999 for up to $21.3  million  in
     connection  with the conversion of a  construction  loan to a term loan for
     the Termobarranquilla  (TEBSA) project in Colombia.  This guarantee expires
     four years after the loan conversion date (September 2003).

          (b)  Guarantee  of  the   obligations   of  GPUI  Colombia  Ltd.,  and
     International Power Advisors, Inc. (the Operators), both of which are





subsidiaries of GPU Power, Inc. (GPU Power), which is a wholly-owned  subsidiary
of FirstEnergy,  under the operations and maintenance  agreement (O&M Agreement)
in the TEBSA project.  The liability of the Operators under the O&M Agreement is
$5.8 million.

          (c) Guaranty to General Electric Capital  Corporation of amounts up to
     the lesser of six months average rent  (approximately  $8.1 million) or $10
     million,  to the extent Lake Cogen,  Ltd.  fails to pay rent when due under
     the terms of the project  lease or chooses not to renew the lease after its
     initial 11-year term,  which expires in August 2004. Lake Cogen,  Ltd. is a
     former  subsidiary  of GPU  International,  Inc.,  which was sold by GPU to
     Aquila Energy Corporation (Aquila) in December 2000. Aquila has indemnified
     FirstEnergy for any losses which FirstEnergy may incur under this guaranty.

2.   Services obtained from associated companies
     -------------------------------------------

     None.

3.   Services provided to associated companies
     -----------------------------------------

     None.

4.   Investments by FirstEnergy in Exempt Wholesale Generators
     ----------------------------------------------------------
     and Foreign Utility Companies, and Percentage of Equity Ownership
     -----------------------------------------------------------------

     Set forth  below is a summary  of the  direct or  indirect  investments  as
defined in SEC Rule 53(a) by  FirstEnergy,  as of December  31, 2001 in EWGs and
foreign  utility  companies  (FUCOs),  as  well  as  the  percentage  of  equity
ownership.

                                       2



                             First      First
                           Energy's    Energy's  % Owners not affiliated with
                                                 ----------------------------
                                                     FirstEnergy
                                                     -----------
                  FUCO     Investment  Equity
Associate          or      at 12/31/01 Owner-                          Type of
Company           EWG       ($000)     ship     Name of Entity          Entity
-------           ----      ------     ----     --------------          ------


Exempt Wholesale Generators and Foreign Utility Companies:
---------------------------------------------------------

Empresa           EWG         33,000    50%     AFP Prevision BBV      Foreign
Guaracachi S.A.                                 AFP Futuro de Bolivia  Foreign

Guaracachi        EWG         50,111*  100%     Not Applicable          N/A
America, Inc.

GPU Power, Inc.   EWG        152,998   100%     Not Applicable          N/A

EI International  EWG          1,098*  100%     Not Applicable          N/A

GPUI Colombia,    EWG          1,318*  100%     Not Applicable          N/A
Ltda.

Victoria Electric FUCO       166,240   100%     Not Applicable          N/A
Inc.

Midlands          FUCO       929,143   100%     Not Applicable          N/A
Electricity plc

Austran Holdings  FUCO        66,533   100%     Not Applicable          N/A
Inc.

Termobarranquilla EWG         91,937    29%     ABB Energy Ventures, Foreign
S.A.                                             Inc.
                                                Lancaster Steel      Foreign
                                                Distral Group        Foreign
                                                 Corp. Electrica     Foreign
                                                 De la Costa
                                                 Atlantica

EI Barranquilla,  EWG         39,906*  100%     Not Applicable          N/A
Inc.

Barranquilla      EWG         49,415*  100%     Not Applicable          N/A
Lease Holdings, Inc.

Los Amigos        EWG             12*  100%     Not Applicable          N/A
Leasing Company, Ltd.

GPU International EWG           (495)* 100%     Not Applicable          N/A
Asia, Inc.

                                       3



                               First    First
                             Energy's  Energy's %Owners not affiliated with
                                                 ---------------------------
                                                     FirstEnergy
                                                     -----------
                  FUCO     Investment  Equity
Associate         or       at 12/31/01 Owner-                        Type of
Company           EWG       ($000)     ship     Name of Entity       Entity
-------           ---      -------     ----     --------------       ------


Exempt Wholesale Generators and Foreign Utility Companies (continued):
----------------------------------------------------------


International Power
Advisors, Inc.    EWG          3,316*  100%     Not Applicable          N/A

Empresa
Distribuidora Electrica
Regional,S.A.     FUCO       361,440   100%     Not Applicable          N/A

Total Aggregate
Investment in
EWGs & FUCOs *            $1,415,520
                           =========

(*)  FirstEnergy's  aggregate  investment  does not include the items shown with
asterisks in order to avoid duplication.


     As of December 31, 2001, FirstEnergy also owned, directly or indirectly,  a
100% interest in each of the following  EWGs, in which its aggregate  investment
did not exceed $10,000:  GPU Power Ireland,  Inc.; GPU Power Philippines,  Inc.;
Austin Cogeneration Corporation; Austin Cogeneration Partners, L.P.; and Hanover
Energy Corporation.

                                       4




     In accordance  with Orders dated July 6, 1995 and March 6, 1996 in SEC File
No. 70-8593, and in addition to the reimbursement agreements described in item 1
above, the following is reported:

1.   Financial Statements
     --------------------

     A copy of GPU  Capital,  Inc.'s (GPU  Capital)  and GPU  Power's  unaudited
Consolidated  Balance Sheets as of December 31, 2001 and unaudited  Consolidated
Statements of Operations  for the twelve months ended  December 31, 2001 will be
filed  separately under a request for  confidential  treatment  pursuant to Rule
104(b).

     GPU Capital was incorporated to secure financing to prepay  indebtedness of
certain  subsidiaries  of GPU  Electric,  Inc. (GPU  Electric),  and for working
capital purposes including investments and acquisitions.  A capital contribution
was made to GPU Capital of all of the issued and outstanding common stock of GPU
Electric,  which then  became a  wholly-owned  subsidiary  of GPU  Capital.  GPU
Capital is a wholly-owned subsidiary of FirstEnergy.

     GPU Capital and GPU  Electric  own and operate  electric  transmission  and
distribution  systems  outside the United States and will be referred to as "GPU
Electric."

2.   Investments in Exempt Entities
     ------------------------------

     In 1996, Avon Energy Partners Holdings, Inc. (Avon) was formed to acquire a
50%  ownership  interest  in Midlands  Electricity  plc  (Midlands),  an English
regional  electric  company.  A  wholly-owned  subsidiary of Avon  purchased the
outstanding  shares of Midlands through a cash tender offer of British pound 1.7
billion  (approximately  U.S. $2.6 billion).  FirstEnergy's  interest in Avon is
held by EI UK Holdings, Inc. (EI UK), a wholly-owned subsidiary of GPU Electric.

     At the time of acquisition,  EI UK borrowed approximately British pound 342
million  (approximately  U.S. $586 million)  through a five-year  bank term loan
facility to fund its investment in Holdings.  In addition to the amount invested
by EI UK, Holdings borrowed  approximately  British pound 1.1 billion (U.S. $1.8
billion)  through a  non-recourse  term loan and  revolving  credit  facility to
provide for the balance of the acquisition price.

     In July 1999, GPU Electric  acquired the additional 50% ownership  interest
in Avon  for  British  pound  452.5  million  (approximately  US $714  million).
Accordingly,  GPU Electric is the sole owner of Midlands' electric  distribution
and contracting  businesses as well as independent power plants  worldwide.  The
acquisition  was  financed  at  that  time  through  a US  $250  million  equity
contribution, the issuance of US $50 million of commercial paper by GPU Capital,
and a two-year British pound 245 million  (approximately US $357 million) credit
agreement entered into by EI UK.

     In March 2002,  FirstEnergy  announced  that it had  finalized  terms of an
agreement  pursuant to which  Aquila will  acquire a 79.9%  interest in Avon for
approximately $1.9 billion including the assumption of $1.6 billion of debt. The
transaction is expected to be completed in April 2002.

                                       5




     In December 2001,  FirstEnergy  disposed of its ownership in GPU GasNet and
related companies, a natural gas transmission business in Australia,  through an
initial public offering of GasNet's common stock.  The IPO provided net proceeds
of  $125  million  to  FirstEnergy  and  immediately  removed  $290  million  of
GasNet-related debt from FirstEnergy's consolidated debt.

     In 1999, GPU Electric acquired Empresa  Distribuidora  Electrica  Regional,
S.A. (Emdersa),  an Argentine holding company, for $375 million. The acquisition
was  financed at that time  through  the  issuance  of  commercial  paper by GPU
Capital and a $50 million capital contribution.

     A significant portion of the acquisition debt associated with FirstEnergy's
ownership  of the  above  mentioned  FUCOs has been  refinanced  or  retired  as
follows:

     GPU Capital had a $1 billion,  364-day senior  revolving  credit  agreement
which expired in November  2001. In November 2001,  all  outstanding  borrowings
were paid in conjunction with the completion of the  FirstEnergy/GPU  merger and
the facility was terminated.

     GPU Electric had a $150 million credit  facility,  which was due to expires
in May 2002, to accommodate  short-term  borrowing needs. In November 2001, this
credit  facility  was  terminated  in  conjunction  with the  completion  of the
FirstEnergy/GPU merger.

     GPU Australia Holdings had a $180 million senior revolving credit facility,
which  expired in November  2001. In October 2001,  all  outstanding  borrowings
under this credit facility were paid and the facility was terminated.

     EI UK  Holdings,  Inc.  had a British  pound 245 million (US $357  million)
credit  facility  consisting  of a two  tranches  British  pound 144 million and
British pound 101 million).  In November 2001, all  outstanding  borrowings were
paid in  conjunction  with  the  FirstEnergy/GPU  merger  and the  facility  was
terminated.

3.   Description of Exempt Entities in Which There are Funds Invested
      ----------------------------------------------------------------

Empresa Guaracachi, S.A.
------------------------

     In July 1995, GPU Power, through Guaracachi America, Inc. acquired from the
Bolivian Government a 50% interest in Empresa Guaracachi,  S.A.(EGSA).  EGSA has
an aggregate  capacity of 338 MW of natural  gas-fired and oil-fired  generation
facilities  located in Bolivia in and around the cities of Santa Cruz, Sucre and
Potosi which represents more than one-third of Bolivia's generation capacity.

Termobarranquilla, S.A.
-----------------------

     In October 1995, GPU Power,  through EI Barranquilla,  Inc., acquired a 29%
interest in  Termobarranquilla,  S.A.,  Empresa de Servicios  Publicos  (TEBSA).
TEBSA has an  aggregate  capacity of 890 MW of gas-fired  generation  facilities
located near Barranquilla,  Colombia.  Electricity generated by these facilities
is sold to Corporacion  Electrica de la Costa  Atlantica under a long-term (20.5
years) contract.

                                       6




Barranquilla Lease Holdings, Inc. and Los Amigos Leasing Company, Ltd.
----------------------------------------------------------------------

     Barranquilla Lease Holdings,  Inc., a subsidiary of GPU Power,  through its
wholly-owned  subsidiary Los Amigos Leasing Company,  Ltd.  (Leaseco),  owns and
leases to TEBSA equipment in generation  facilities  constructed and operated by
TEBSA.  The lease  provides for TEBSA to make monthly lease  payments to Leaseco
through September 2011.

Midlands Electricity plc (Midlands)
-----------------------------------

     Midlands distributes  electricity to 2.3 million customers in England in an
area with a population of five million.  Midlands also owns an independent power
production business that generates electricity in England and internationally.

Emdersa
-------

     Emdersa  owns  three  electric  distribution  companies  that  serve  three
provinces  in  northwest  Argentina.  The  three  distribution  companies  serve
approximately  335,000 customers throughout a service territory of approximately
124,300  square  miles.  The  provinces  have a total  population  of about  1.5
million.

4.   Services Obtained From Associated Companies
     -------------------------------------------

     GPU Service,  Inc.  provided  administrative  services to GPU Power and GPU
Electric  in the amount of $314,771  and  $541,391  respectively,  for the three
months ended December, 2001, in support of operations and management activities.

5.   Services Provided to Associated Companies
     -----------------------------------------

     A description of services provided by GPU Power to associate companies
during  the period  October  1, 2001  through  December  31,  2001 will be filed
separately  under a request for  confidential  treatment under Rule 104(b).  GPU
Electric did not provide any services to associate  companies  during the period
October 1, 2001 through December 31, 2001.

     In accordance  with the  Commission's  Order dated  November 5, 1997 in SEC
File No. 70-8593, the following is reported:

          a) FirstEnergy's  aggregate  investment includes all amounts invested,
     or committed  to be  invested,  in foreign  utility  companies  (FUCOs) and
     exempt wholesale  generators (EWGs), for which there is recourse,  directly
     or   indirectly,   to  the   registered   holding   company.   Accordingly,
     FirstEnergy's aggregate investment as of December 31, 2001 is as follows:

                                       7



                                                      (In Thousands)
                                                      --------------
FUCOs

Midlands Electricity plc                              $     929,143
Emdersa                                                     361,440
                                                          ---------
      Subtotal                                            1,290,583
                                                          ---------

EWGs

Termobarranquilla, S.A.                               $      91,937
Empresa Guaracachi, S.A.                                     33,000
                                                          ---------
      Subtotal                                              124,937
                                                          ---------

      Aggregate Investment in FUCOs and EWGs          $   1,415,520
                                                          =========


          b) As of December  31,  2001 (In  Thousands)  FirstEnergy's  Aggregate
     Investment in FUCOs and EWGs is $1,415,520


Aggregate Investment as a Percentage of FirstEnergy and Subsidiary Companies:
-----------------------------------------------------------------------------

Total capitalization                $ 24,373,265                   5.8%
Net utility plant                   $ 12,428,429                  11.4%
Total consolidated assets           $ 37,351,513                   3.8%
Market value of common equity       $  8,508,755                  16.6%


          c) FirstEnergy and Subsidiary  Companies  Consolidated  Capitalization
     Ratios as of December 31, 2001 (In Thousands)

                                       Amount                        %
                                       ------                        -

Common equity                       $  7,398,599                    32.2
Cumulative preferred stock               756,043                     0.7
Subsidiary-obligated mandatorily
  redeemable preferred securities        529,450                     1.2
Subsidiary-obligated trust
  preferred securities                       -                        -
Long-term debt                        14,841,107                    60.1
Notes payable                            848,066                     3.8
                                      ----------                   -----

      Total capitalization          $ 24,373,265                   100.0%
                                     ===========                   =====


      d)  Market-to-book  ratio of FirstEnergy and Subsidiary  Companies  common
stock at December 31, 2001:

Closing Market Price per Share                                  $  34.98
Book Value per Share                                            $  25.29
Market-to Book Ratio of Common Stock                               138.3%


      e) Analysis of Growth in Retained  Earnings for FirstEnergy and Subsidiary
Companies  intentionally  omitted due to the FirstEnergy/GPU  merger in November
2001.

                                       8



      f) Statements of Operations for the period ended December 31, 2001 for the
following  Project Parents and Exempt Entities will be filed  separately under a
request for confidential treatment under Rule 104 (b):

               Termobarranquilla, S.A.
               GPUI Colombia, Ltda.
               Empresa Guaracachi, S.A.
               GPU International Australia Pty., Ltd.
               Emdersa
               Midlands Electricity plc

                                       9




                                    SIGNATURE

PURSUANT TO THE  REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
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
                                       Harvey L. Wagner
                                       Vice President and Controller




Date: April 22, 2002

                                       10