SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     POS AMC


                                 Amendment No. 5
                        (Post-Effective Amendment No. 2)

                                       to
                                    FORM U-l
                             APPLICATION/DECLARATION
                                      UNDER

                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
      ------------------------------------------------------------------

                                FirstEnergy Corp.
                           FIRSTENERGY SERVICE COMPANY
                                GPU service, inc.
                              76 South Main Street
                                Akron, Ohio 44308

 (Names of companies filing this statement and address of principal executive
                                   office)
  ---------------------------------------------------------------------------

                                FirstEnergy corp.

         (Name of top registered holding company parent of applicant)
  ---------------------------------------------------------------------------

         Leila L. Vespoli,                       Douglas E. Davidson,
         Senior Vice President and General       Esq.
         Counsel                                 Thelen Reid & Priest LLP
         FirstEnergy Corp.                       40 West 57th Street
         76 South Main Street                    New York, New York 10019
         Akron, Ohio 44308
  ---------------------------------------------------------------------------

                 (Names and addresses of agents for service)





ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS.
          ------------------------------------

          A.  Background.  By Order dated  October  29, 2001 in this  proceeding
              ----------
(Holding Co. Act Release No. 27459) (the "Merger  Order"),  as  supplemented  by
order dated  November 8, 2001  (Holding  Company  Act  Release No.  27483),  the
Commission authorized the merger between FirstEnergy Corp.  ("FirstEnergy"),  an
Ohio corporation,  and GPU, Inc. ("GPU"), a Pennsylvania corporation. The merger
became effective on November 7, 2001, with FirstEnergy as the surviving  entity,
and FirstEnergy  registered  under the Act as a holding company on the same day.
As a result of the merger,  FirstEnergy  directly or indirectly  owns all of the
outstanding  common  stock of ten  electric  utility  subsidiaries,  Ohio Edison
Company ("Ohio Edison"), The Cleveland Electric Illuminating Company ("Cleveland
Electric"),  The Toledo Edison Company ("Toledo Edison"),  American Transmission
Systems,   Incorporated,   Jersey  Central  Power  &  Light  Company  ("JCP&L"),
Pennsylvania   Electric  Company   ("Penelec"),   Metropolitan   Edison  Company
("Met-Ed"), Pennsylvania Power Company ("Penn Power"), York Haven Power Company,
and The Waverly  Electric Power & Light Company,  which together provide service
to approximately  4,300,000 retail and wholesale  electric customers in a 37,200
square-mile  area in Ohio, New Jersey,  New York and  Pennsylvania;  and one gas
utility  subsidiary,  Northeast  Ohio  Natural  Gas Corp.  ("Northeast"),  which
provides gas distribution  and  transportation  service to  approximately  5,000
customers in central and northeast Ohio.  FirstEnergy's electric and gas utility
subsidiaries are referred to herein collectively as the "Utility Subsidiaries."

          FirstEnergy  also  directly  owns all of the  issued  and  outstanding
common stock of FirstEnergy  Service Company  ("ServeCo"),  an Ohio corporation,
which was organized in 2001 in order to become a new service company  subsidiary
of  FirstEnergy,   and  GPU  Service,  Inc.  ("GPU  Service"),   a  Pennsylvania
corporation,  which was formerly a direct  service  company  subsidiary  of GPU.
FirstEnergy   also  directly  or  indirectly   holds   investments  in  numerous
non-utility  subsidiaries  that are  engaged  in a  variety  of  energy-related,
exempt, or otherwise functionally related non-utility businesses  (collectively,
the  "Non-Utility   Subsidiaries"),   including  FirstEnergy   Generation  Corp.
("GenCo") and FirstEnergy Nuclear Operating Company ("FENOC"). Reference is made
to  Appendix  A to the  Merger  Order  for a  description  of these  Non-Utility
Subsidiaries.  The Utility  and  Non-Utility  Subsidiaries  of  FirstEnergy  are
collectively referred to herein as the "Subsidiaries."

          Under the Merger Order, the Commission granted FirstEnergy a temporary
exemption under its rules in order to enable  FirstEnergy to continue to provide
to  the  pre-merger   Subsidiaries  of  FirstEnergy   certain  common  corporate
services,(1) until such  time  as all  of the  service  functions  performed  by

--------------------
(1) These  services  include:  energy  supply  management  of the bulk power and
natural gas supply, fuel procurement,  coordination of gas and electric systems,
maintenance,  construction and engineering  work;  customer  billing;  materials
management;   facilities  management;  human  resources;   finance;  accounting;
internal auditing;  information systems; corporate planning and research; public
affairs; legal; environmental matters; and executive services.

                                       2



FirstEnergy  and GPU Service have been  consolidated  in ServeCo.(2)  The Merger
Order specified that ServeCo would begin at least minimal  operations  within 90
days  following  closing  of the  merger,  and that  all  service  functions  of
FirstEnergy  and GPU  Service  would be  transferred  to ServeCo  not later than
February  1, 2003.  Employees  of  FirstEnergy  were  transferred  to ServeCo by
January  1, 2002 and  FirstEnergy  no  longer  has any  employees  and no longer
provides any services.

          ServeCo's authorized  capitalization  consists of 850 shares of common
stock with no par value,  of which one (1) share is issued and  outstanding  and
held by  FirstEnergy.  ServeCo  will derive  substantially  all of its needs for
additional working capital from borrowings under FirstEnergy's non-utility money
pool (as authorized in the Merger Order) and/or additional equity investments by
FirstEnergy pursuant to Rule 45(b)(4) or Rule 52(b), as applicable.

          B.  Summary of Requested  Action.  In this  Post-Effective  Amendment,
              ----------------------------
FirstEnergy, ServeCo and GPU Service are requesting authorization to consolidate
all common corporate services provided during the pre-merger period to associate
companies  in  the  FirstEnergy   system  by  FirstEnergy  and  GPU  Service  in
ServeCo.(3) In addition,  FirstEnergy asks for a delay of the original  February
1, 2003 date for full  compliance  to April 1,  2003 in order to  coincide  with
FirstEnergy's implementation of the SAP Enterprise IT Solution project.(4) Filed
herewith as Exhibit N-7 is the  proposed  form of Service  Agreement,  including
cost allocation  methods,  which ServeCo proposes to enter into with FirstEnergy
and each Subsidiary that requests services.  In addition,  FirstEnergy  requests
authorization  for a separate  Service  Agreement in the form filed  herewith as
Exhibit N-8 among certain of its Ohio Utility  Subsidiaries and Penn Power which
will enable these Utility Subsidiaries to render certain services to each other,
all as further described below. Exhibit N-9 is ServeCo's Policies and Procedures
Manual.  On January 1, 2003,  personnel  of GPU  Service who  currently  provide
corporate  services to associate  companies  will be  transferred  to and become
employees of ServeCo.  On April 1, 2003,  certain  employees who provide service
only  to  one  Utility  Subsidiary  will  be  transferred  from  ServeCo  to the
appropriate Utility Subsidiary. Upon full implementation of this reorganization,
it is expected that ServeCo will have approximately  3,580 employees in multiple
locations organized in thirty departments.

          C.  Services  to  be  rendered  by  ServeCo.  Following  the  proposed
              ---------------------------------------
consolidation of service functions in ServeCo, ServeCo will enter into a Service
Agreement with  FirstEnergy,  each of the Utility  Subsidiaries,  and each other
associate company in the FE system that requests services from ServeCo.

--------------------
(2)  The Merger Order states that FirstEnergy  will file a separate  application
with the Commission on or before September 1, 2002 (extended upon request to the
Staff to October 15,  2002) to seek  authorization  for  ServeCo to  consolidate
service  company  functions  now  performed  by  FirstEnergy  and  GPU  Service,
including a form of the proposed service agreement,  policies and procedures and
cost allocation methods to be used by ServeCo.
(3)  FirstEnergy  may  seek  approval  to form  one or more  additional  service
companies in the future including  FirstEnergy Nuclear Operating Company and GPU
Nuclear,  Inc.,  which provide  operating  services to the  FirstEnergy  nuclear
generating plants under the direction and supervision of the owners thereof.
(4)  SAP  is an  Enterprise  Resource  Planning  (ERP)  system  that  links  and
coordinates  business  processes.  It will  replace existing  systems  in  Human
Resources,  Finance,  Supply Chain,  Distribution and Fossil/Nuclear  areas, and
will be used to manage work, share  information,  track customer  accounts,  and
meet other business needs.

                                       3



The  Service  Agreement  will be in the form  attached  hereto as  Exhibit  N-7.
ServeCo will provide its  associate  companies  with  services in the  following
departments,  which are  described in fuller  detail in Exhibit A to the Service
Agreement:  administrative services, business development,  call center, claims,
communications,  controllers,  corporate  and  shareholder  services,  corporate
affairs and  community  involvement,  credit  management,  energy  delivery  and
customer service, economic development,  enterprise risk management, FirstEnergy
technologies,   FirstEnergy  telecom,  governmental  affairs,  human  resources,
industrial relations,  information services, insurance services, internal audit,
investment management,  investor relations,  legal,  performance planning, rates
and regulatory affairs, real estate,  supply chain,  transmission & distribution
technical services, treasury and workforce development.

          Services  rendered by ServeCo  will be rendered at cost in  accordance
with Rules 90 and 91. The costs of services provided by ServeCo will be directly
assigned,  distributed  or allocated by work order numbers (or  equivalent  cost
collectors,  collectively, "workorders")(5) in accordance with the SEC's Uniform
System  of  Accounts  for  Mutual  Service  Companies  and  Subsidiary   Service
Companies.  The primary  basis for charges to associate  companies is the direct
charge method.  Other costs that are not directly assigned,  including overheads
and other  general  administrative  costs which will include  costs of operating
ServeCo as a separate corporate entity, will be allocated to associate companies
using one or a combination  of the methods of  allocation  that are described in
Exhibit "A" to the Service Agreement.

          ServeCo will maintain its  accounts,  cost-accounting  procedures  and
other records in accordance with the  requirements of the  Commission's  Uniform
System  of  Accounts  for  Mutual  Service  Companies  and  Subsidiary   Service
Companies. ServeCo will file an annual report on Form U-13-60 in accordance with
Rule 94.

          As  provided  in the  Merger  Order,  and for so  long as  FirstEnergy
remains  a  "registered   holding   company"  under  PUHCA,  no  change  in  the
organization of ServeCo, the type and character of the companies to be serviced,
the  methods of  allocating  costs to  associate  companies,  or in the scope or
character  of the  services to be rendered  subject to Section 13 of the Act, or
any rule, regulation or order thereunder, shall be made unless and until ServeCo
shall first have given the Commission  written notice of the proposed change not
less than 60 days prior to the proposed  effectiveness  of any such change.  If,
upon the receipt of any such notice,  the Commission shall notify ServeCo within
the 60-day  period that a question  exists as to whether the proposed  change is
consistent  with  the  provisions  of  Section  13 of the Act,  or of any  rule,
regulation  or order  thereunder,  then the  proposed  change  shall not  become

--------------------
(5)  There  are four  cost  collectors  which  are  equivalent  to work  orders:
"orders",  "cost centers",  "networks" and "work breakdown structures" ("WBSs").
Orders include work orders,  sales orders,  internal  orders and service orders.
Each  employee will be assigned to a cost center which will be  responsible  for
collecting  routine costs. WBSs are analogous to work orders and can be used for
projects  exceeding  certain  dollar  thresholds or durations,  or which involve
investing in capital assets. To ensure proper recordkeeping,  each employee will
be required to charge time  against a  designated  order,  network,  WBS or cost
center number.

                                       4



effective  unless and until the ServeCo shall have filed with the  Commission an
appropriate  declaration regarding such proposed change and the Commission shall
have permitted such declaration to become effective.



          1.  Cost Allocation Methodology

          ServeCo  categorizes  costs of services  provided to  affiliates  into
three primary categories. Directly Assignable costs represents expenses incurred
for activities and services exclusively for the benefit of one affiliate, and in
many respects,  are captured through individual department workorder systems for
specific  project  billing  purposes.   Directly  Attributable  costs  represent
expenses  incurred  for  activities  and  services  that  benefit  more than one
affiliate and which can be assigned  using direct  measures of costs  causation.
The majority of costs incurred by ServeCo fall into the above two categories.

          By the very nature of a service  corporation,  a portion of  ServeCo's
expenses  will  not be  directly  related  to  specific  current  operations  or
functions of individual  Subsidiaries.  Nor are these costs  amenable to many of
the cost accounting procedures, which frequently concentrate upon identification
of variable, fixed and semi-fixed costs. Accordingly, it is necessary to develop
formulae that recognize the overall  contribution of ServeCo to both the current
and future operations of the FirstEnergy  system.  After all direct charges have
been made, the remaining  costs  (Indirect  Costs) in each department in ServeCo
must be fairly and equitably allocated among FirstEnergy and the Subsidiaries.

          As a registered public utility holding company,  FirstEnergy's primary
business  is that of owning and  operating  electric  public  utilities.  As the
electric industry moves through  restructuring to permit competition in business
areas once the sole province of historical monopolies,  FirstEnergy has begun to
enter competitive energy and energy services  businesses to the extent permitted
by state and  federal  restrictions.  Codes of conduct  govern the  relationship
between the Utility  Subsidiaries and their affiliated  competitive  businesses,
namely,  the  Non-Utility  Subsidiaries.  As a public utility  holding  company,
FirstEnergy  has  invested  capital  for  infrastructure  over many years in the
Utility  Subsidiaries so that they may develop the support services necessary to
serve  their  customers.   The  costs   associated  with  these   infrastructure
investments (e.g.,  accounting and human resources  systems,  telephone circuits
and other  communications  equipment,  mainframe CPU,  printers and data storage
development   tools  and  client  servers  and  storage  not  dedicated  to  the
competitive unit) were originally  incurred,  and would continue to be incurred,
regardless  of  whether  or  not  the  Non-Utility  Subsidiaries  were  part  of
FirstEnergy.  These  Indirect  Costs will be  allocated  using a  multi-variable
formula,  which gives weight to more than one measure of the size of the various
Subsidiaries'  operations  within the  FirstEnergy  system,  and is particularly
relevant under these circumstances.

          In  accordance  with  Rule  90(b),  ServeCo  will  direct  charge  its
associate  companies for all costs of products and services where possible.  The
costs of  products  and  services  provided  by ServeCo  that  cannot be charged

                                       5



directly to the Subsidiary or Subsidiaries receiving the product or service will
be allocated  among all  Subsidiaries  (and  FirstEnergy,  where  applicable) by
utilizing one of the methods  described below. The key determinants in assigning
the  allocation  methods  were the  business  operations  of the  Subsidiary  or
Subsidiaries  receiving  the  benefit  of  the  product  and  service,  and  the
associated  cost driver for each product and service.  FirstEnergy has developed
sixteen (16) methods of allocation for charging a share of the Indirect Costs to
the  Subsidiaries  benefiting  from the  particular  product  or  service  being
provided:

          a. "Multiple  Factor - All" - For the  Indirect  Costs for products or
     services  benefiting the entire  FirstEnergy  system,  FirstEnergy  and all
     Subsidiaries  will  bear  a fair  and  equitable  portion  of  such  costs.
     FirstEnergy  will  bear 5% of these  Indirect  Allocations.  The  remaining
     Indirect  Allocations will be allocated among the Utility  Subsidiaries and
     the Non-Utility  Subsidiaries  based on FirstEnergy's  equity investment in
     the respective groups. A subsequent  allocation step will then occur. Among
     the  Utility  Subsidiaries,  allocations  will be based upon the  "Multiple
     Factor - Utility" method. Among the Non-Utility  Subsidiaries,  allocations
     will be based upon the "Multiple Factor - Non-Utility" method.

          b. "Multiple  Factor - Utility" - For the Indirect Costs for a product
     or service solely benefiting one or more of the Utility Subsidiaries,  each
     such Utility  Subsidiary  will be charged a portion of the  Indirect  Costs
     based on the sum of the weighted averages of the following factors:

          1. Gross  transmission  and/or  distribution  plant
          2. Operating and maintenance expense excluding purchase power and fuel
             costs
          3. Transmission  and/or distribution revenues,  excluding transactions
             with affiliates

          These  three  (3)  factors  have  been   determined  to  be  the  most
     appropriate for the Utility  Subsidiaries in the FirstEnergy  system.  Each
     factor  will be  weighted  equally  so that no one  facet  of the  electric
     utility  operations  inordinately  influences the  distribution of Indirect
     Costs.

          c.  "Multiple  Factor -  Non-Utility"  - For the  Indirect  Costs  for
     products or services solely benefiting the Non-Utility  Subsidiaries,  each
     Non-Utility  Subsidiary  receiving the product or service will be charged a
     proportion  of the  Indirect  Costs  based  upon the  total  assets of each
     Non-Utility  Subsidiary,  including the generating  assets under  operating
     leases from the Utility Subsidiaries.

          d.  "Multiple  Factor - Utility and  Non-Utility"  - For the  Indirect
     Costs for a product or service  benefiting  one or more of the  Utility and
     Non-Utility  Subsidiaries,   each  such  Subsidiary  is  first  assigned  a
     distribution  ratio that is in  proportion  to the Indirect  Costs based on
     FirstEnergy's  equity  investment  in  such  Subsidiaries.  Following  this
     distribution,  a  subsequent  allocation  step will then  occur.  Among the
     Utility Subsidiaries, allocations will be based upon the "Multiple

                                       6



     Factor-Utility."  Among the Non-Utility  Subsidiaries,  allocations will be
     based upon "Multiple Factor - Non-Utility"

          e.  "Direct  Charge  Ratio"  -  The  ratio  of  direct  charges  for a
     particular  product or service to an individual  Subsidiary as a percentage
     of the total  direct  charges  for a  particular  product or service to all
     Subsidiaries. Indirect costs are then allocated to each Subsidiary based on
     the calculated ratios.

          f. "Enterprise  Distribution - For the Indirect Costs for products and
     services that benefit the entire  FirstEnergy  system,  FirstEnergy and all
     Subsidiaries  will  bear  a fair  and  equitable  portion  of  such  costs.
     FirstEnergy  will bear 5% of these Indirect Costs.  The remaining  Indirect
     Costs will be  allocated  among the Utility  Subsidiaries  and  Non-Utility
     Subsidiaries  based on  FirstEnergy's  equity  investment in the respective
     groups.

          g.  "Number of  Customers  Ratio" - For costs of products and services
     driven by the number of Utility customers,  the allocation method that will
     be used will be the number of Utility customers for the respective  Utility
     Subsidiary  receiving the product or service divided by the total number of
     Utility customers.

          h. "Number of Shopping  Customers" - A "shopping  customer" is defined
     as a Utility  customer who has selected a competitive  electric  generation
     supplier.  For costs of  products  and  services  driven  by the  number of
     shopping  customers,  the  allocation  method that will be used will be the
     number  of  shopping   customers  for  the  respective  Utility  Subsidiary
     receiving  the product or service  divided by the total  number of shopping
     customers.

          i.  "Number  of  Participating  Employees  -  General"  - For costs of
     products  and services  driven by all  participating  employees  within the
     FirstEnergy  system,  the  allocation  method that will be used will be the
     number of participating  employees for the respective  Subsidiary receiving
     the  product  or  service  divided  by the total  number  of  participating
     employees.

          j. "Number of Participating Employees - Utility and Non-Utility" - For
     costs of products and services driven by  participating  employees who work
     for the Utility and Non-Utility  Subsidiaries,  the Subsidiaries  receiving
     the product or service are first assigned a  distribution  ratio that is in
     proportion to the Indirect Costs based on FirstEnergy's  equity  investment
     in the respective  groups.  Costs are further allocated by using the number
     of  participating  employees for the respective  Subsidiary  divided by the
     total number of participating FirstEnergy employees.

                                       7



          k. "Square Footage Used Ratio" - Amount of square footage  occupied by
     a Subsidiary  receiving the product or service  divided by the total amount
     of square footage occupied by all FirstEnergy  system companies  applicable
     to that respective product or service.

          l.  "Gigabytes  Used  Ratio"  -  Number  of  gigabytes  utilized  by a
     Subsidiary  receiving the product or service divided by the total number of
     gigabytes  used by the  FirstEnergy  system  companies  applicable  to that
     respective product or service.

          m.  "Number  of  Computer  Workstations  Ratio" - Number  of  computer
     workstations  utilized  by a  Subsidiary  receiving  the product or service
     divided  by  the  total  number  of  computer  workstations  in  use by the
     FirstEnergy  system  companies  applicable  to that  respective  product or
     service.

          n.  "Number of  Billing  Inserts  Ratio" - Number of  billing  inserts
     performed for a Subsidiary  receiving the product or service divided by the
     total  number of  billing  inserts  performed  for the  FirstEnergy  system
     companies applicable to that respective product or service.

          o.  "Number of Invoices  Ratio" - Number of invoices  processed  for a
     Subsidiary  receiving the product or service divided by the total number of
     invoices processed for the FirstEnergy system companies  applicable to that
     respective product or service.

          p. "Number of Payments Ratio" - Number of monthly  payments  processed
     for a Subsidiary  divided by the total monthly number of payments processed
     for the FirstEnergy system companies  applicable to that respective product
     or service.


          D.  Services to be rendered by certain Utility Subsidiaries to each
              ---------------------------------------------------------------
other. FirstEnergy organizes and conducts its Utility Subsidiary operations on a
-----
regional  basis.(6)  These regions operate and are managed as separate  business
units.  The regional  structure  focuses on moving  accountability  and decision

--------------------
(6) There are nine  regions in three  states:  Western  Region - Ohio;  Northern
Region - Ohio;  Central Region - Ohio;  Southern Region - Ohio;  Eastern Region-
Ohio;  Western Region - Pennsylvania;  Eastern Region -  Pennsylvania;  Northern
Region  - New  Jersey;  and  Central  Region - New  Jersey.  Each  region  has a
"Regional  President",  as well as a management and support team that reports to
the  Regional  President.  For the most part,  each region is entirely  within a
particular  Utility  Subsidiary's  service  territory.  However,  two  regions -
Western  Region - Ohio and  Eastern  Region - Ohio --  include  parts of several
Utility  Subsidiaries.  Western Region - Ohio, includes all of Toledo Edison and
990 square miles of Ohio  Edison's  service  territory in  Sandusky,  Ohio.  The
Eastern Region - Ohio covers the eastern 2,517 square miles of Ohio Edison,  661
square miles of Cleveland Electric and all 1,112 square miles of Penn Power.

                                       8



making  closer to customers  with an emphasis on  decentralized  operations  and
providing cost effective, high-quality service to customers.

          Because of this  decentralized,  regional  approach,  certain regional
support  services (such as Human Resources,  Workforce  Development and Business
Services) will be accounted for in the appropriate  Utility  Subsidiary.  In the
case of Western  Region - Ohio and Eastern Region - Ohio, the employees who must
provide service to more than one legal entity will continue to charge their time
in a fair and equitable manner to all Utility  Subsidiaries  within that region,
rather than be accounted for in the ServeCo.(7) In addition,  from time to time,
one  Utility   Subsidiary  may  request  other  services  from  another  Utility
Subsidiary.  These services will be provided at cost in accordance with Rules 90
and 91 and billed to the receiving Utility Subsidiary(ies), at cost as set forth
in accordance with  Utility-to-Utility  Service Agreement,  the form of which is
filed  herewith as Exhibit  N-8.(8) This will allow the regional  management  to
operate  regions as  separate  units,  and provide  the most  effective  service
possible to the customers of the Utility Subsidiaries.

ITEM 2.   FEES, COMMISSIONS AND EXPENSES.
          ------------------------------

          FirstEnergy  estimates  that  the  additional  fees,  commissions  and
expenses incurred or to be incurred in connection with the proposed  transaction
will not exceed $25,000.

ITEM 3.   APPLICABLE STATUTORY PROVISIONS.
          -------------------------------

          Section 13(b) of the Act and Rule 88 thereunder  are applicable to the
proposed transaction. FirstEnergy believes that ServeCo has been organized so as
to  comply  with  Section  13(b)  of the  Act  and the  Commission's  rules  and
regulations  thereunder.  In this regard,  Rule 88 provides that "[a] finding by
the Commission that a subsidiary  company of a registered  holding company . . .
is so organized and conducted,  or to be conducted,  as to meet the requirements
of Section  13(b) of the Act with respect to  reasonable  assurance of efficient
and economical  performance of services or construction or sale of goods for the
benefit of associate  companies,  at cost fairly and equitably  allocated  among
them (or as permitted by Rule 90),  will be made only  pursuant to a declaration
filed with the Commission on Form U-13-1,  as specified" in the instructions for
that  form,   by  such  company  or  the  persons   proposing  to  organize  it.
Notwithstanding  the foregoing  language,  the  Commission has on several recent
occasions made findings under Section 13(b) based on information set forth in an
Application/Declaration  on Form U-1,  without  requiring the formal filing of a
Form U-13-1. See SCANA Corp.,  Holding Co. Act Release No. 27133 (Feb. 9, 2000);
             ---------------
New Century Energies,  Holding Co. Act Release No. 26748 (Aug. 1, 1997); CINergy
--------------------                                                     -------
Corp.,  Holding Co. Act Release No. 26146 (Oct. 21, 1994); UNITIL Corp., Holding
-----                                                     -------------
Co. Act Release No. 25524 (April 24, 1992).  In this  Post-Effective  Amendment,
FirstEnergy  has submitted  substantially  the same  information  for ServeCo as

--------------------
(7) Of the  approximately  5,500  employees  in  nine  Regions,  less  than  200
employees provide the "regional" support services discussed herein.
(8) The  Commission  has previously  authorized  utility  companies in a holding
company system to render service to each other.  See e.g.,  Ameren  Corporation,
                                                 --------   -------------------
Holding Co. Act Release No. 26809 (Dec.30,  1997); CP&L Energy,  Holding Co. Act
                                                   -----------
Release No. 27284 (Nov.27,  2000)

                                       9



would have been submitted in a Form U-13-1. Accordingly, it is submitted that it
is  appropriate to find that ServeCo is so organized and its business will be so
conducted as to meet the requirements of Section 13(b), and that the filing of a
Form  U-13-1  is  unnecessary,  or,  alternatively,   that  this  Post-Effective
Amendment should be deemed to constitute a filing on Form U-13-1 for purposes of
Rule 88.

          The proposed  transaction is also subject to the  requirements of Rule
54. Rule 54 provides that in determining  whether to approve an application by a
registered  holding  company  which  does not  relate  to any  exempt  wholesale
generator  ("EWG") or "foreign utility company"  ("FUCO"),  the Commission shall
not  consider  the effect of the  capitalization  or earnings of any  subsidiary
which is an EWG or a FUCO upon the registered holding company if paragraphs (a),
(b) and (c) of Rule 53 are satisfied.

          FirstEnergy  currently  meets  all of the  conditions  of Rule  53(a),
except for clause (1). In the Merger Order, the Commission,  among other things,
authorized  FirstEnergy  to  invest  in EWGs  and  FUCOs  so that  FirstEnergy's
"aggregate  investment," as defined in Rule 53(a)(1), in EWGs and FUCOs does not
exceed $5 billion,  which  amount is above the level which would be permitted by
clause (1) of Rule 53(a) if such amount  were to be  currently  calculated.  The
Merger  Order also  specifies  that this $5 billion  amount may include  amounts
invested  in EWGs and  FUCOs by  FirstEnergy  and GPU at the time of the  Merger
Order ("Current Investments") and amounts relating to possible transfers to EWGs
of certain  generating  facilities owned by certain of  FirstEnergy's  operating
utilities  ("GenCo  Investments").  FirstEnergy  has  made the  commitment  that
through June 30, 2003, its aggregate investment in EWGs and FUCOs other than the
Current Investments and GenCo Investments ("Other  Investments") will not exceed
$1.5 billion.  The Commission has reserved  jurisdiction  over  investments that
exceed such amount.

          As of June 30, 2002,  and on the same basis as set forth in the Merger
Order,  FirstEnergy's  aggregate  investment in EWGs and FUCOs was approximately
$1.2 billion(9),  an amount significantly below the $5 billion amount authorized
in the Merger Order.

          In any event,  even taking  into  account  the  capitalization  of and
earnings  from EWGs and FUCOs in which  FirstEnergy  currently  has an interest,
there  would  be no  basis  for  the  Commission  to  withhold  approval  of the
transactions proposed herein. With respect to capitalization,  since the date of
the Merger Order,  there has been no material  adverse  impact on  FirstEnergy's
consolidated capitalization resulting from FirstEnergy's investments in EWGs and
FUCOs. Additionally, the proposed transactions will not have any material impact
on FirstEnergy's  capitalization.  Further,  since the date of the Merger Order,
and,  after  taking into  account  the effects of the Merger,  there has been no
material change in FirstEnergy's level of earnings from EWGs and FUCOs.

--------------------
(9)  This  $1.2  billion  amount  represents  Current  Investments  only.  As of
September 30, 2002,  FirstEnergy's Ohio Utility  Subsidiaries and Penn Power had
not transferred any generating facilities to GenCo.

                                       10



          FirstEnergy  satisfies all of the other  conditions of paragraphs  (a)
and (b) of Rule 53. With respect to Rule 53(a)(2),  FirstEnergy  maintains books
and records in  conformity  with,  and  otherwise  adheres to, the  requirements
thereof.  With  respect to Rule  53(a)(3),  no more than 2% of the  employees of
FirstEnergy's  domestic public utility  companies  render  services,  at any one
time, directly or indirectly,  to EWGs or FUCOs in which FirstEnergy directly or
indirectly  holds an interest.  With respect to Rule 53(a)(4),  FirstEnergy will
continue to provide a copy of each application and certificate  relating to EWGs
and FUCOs and relevant  portions of its Form U5S to each  regulator  referred to
therein,  and will otherwise comply with the requirements thereof concerning the
furnishing of information. With respect to Rule 53(b), none of the circumstances
enumerated in subparagraphs (1), (2) and (3) thereunder have occurred.  Finally,
Rule 53(c) by its terms is inapplicable since the proposed  transaction does not
involve the issue or sale of a security to finance the  acquisition of an EWG or
FUCO.

ITEM 4.   REGULATORY APPROVALS.
          --------------------

          The  New  Jersey  Board  of  Public   Utilities   ("NJBPU")   and  the
Pennsylvania  Pubic Utility  Commission  ("PPUC") have jurisdiction  under their
respective  state  affiliate   interests  statutes  over  the  proposed  Service
Agreement,  as it  relates  to the  Utility  Subsidiaries  that are  subject  to
regulation  by those  commissions.  No other  State  commission,  and no Federal
commission,  other  than this  Commission  has  jurisdiction  over the  proposed
transaction.

ITEM 5.   PROCEDURE.
          ---------

          FirstEnergy  requests that the Commission  issue a supplemental  order
approving the proposed  transaction at the earliest practicable date, but in any
event not later than February 1, 2003, so that FirstEnergy can implement the new
service  company  structure on or before April 1, 2003. It is further  requested
that: (i) there not be a recommended  decision by an Administrative Law Judge or
other  responsible  officer of the  Commission,  (ii) the Division of Investment
Management  be  permitted  to  assist  in the  preparation  of the  Commission's
decision  and (iii)  there be no waiting  period  between  the  issuance  of the
Commission's order and the date on which it is to become effective.

ITEM 6.   EXHIBITS AND FINANCIAL STATEMENTS.
          ---------------------------------

          (a)   Exhibits:

                D-12   -   Application of JCP&L to NJBPU for Approval of
                           Service Agreement -- to be filed by amendment.

                D-13   -   NJBPU Order -- to be filed by amendment.

                D-14   -   Application of Penn Power, Penelec and Met-Ed to
                           PPUC for Approval of Service Agreement -- to be
                           filed by amendment.

                                       11



                D-15   -   PPUC Order -- to be filed by amendment.

                N-7    -   Form of Service Agreement (including Allocation
                           Methods).

                N-8    -   Utility-to-Utility  Service  Agreement  --  to be
                           filed by amendment

                N-9    -   Policies  and  Procedures  Manual -- to be filed
                           by amendment (in paper copy only)

          (b)   Financial Statements:

                Omitted as not relevant to the proposed transaction.

ITEM 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS.
          ---------------------------------------

          (a)   The proposed transaction does not involve a major Federal action
significantly affecting the quality of the human environment.

          (b)   No federal agency has prepared or is preparing an  environmental
impact statement with respect to the proposed transaction.

                                       12



SIGNATURES


          Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended,  the undersigned  companies have duly caused this statement
to be signed on their behalves by the undersigned thereunto duly authorized.


                                 FIRSTENERGY CORP.
                                 FIRSTENERGY SERVICE COMPANY
                                 GPU SERVICE, INC.

                                 By:________________________________
                                    Harvey L. Wagner
                                    Vice President and Controller

Date:   October 15, 2002

                                       13