SEC FILE NO. 70-7727
                              SEC FILE NO. 70-8593
                              SEC FILE NO. 70-9793
                              SEC FILE NO. 70-9941


                       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                :
        SEC File No. 70-9793                :
        SEC File No. 70-9941                :
        (Public Utility Holding Company Act :
        of 1935)                            :
--------------------------------------------


TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

        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,  70-8593, 70-9793 and 70-9941 respectively,  have
been carried out in accordance  with the  Commission's  Orders dated October 29,
2001,  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:


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, 2002 through December 31, 2002.

        (a)  Guarantee  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
$5.9 million.

        (c) Guarantee 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.      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, 2002 in EWGs and
foreign  utility  companies  (FUCOs),  as  well  as  the  percentage  of  equity
ownership.

                                       3







                                  First         First          Owners not affiliated with
                                  Energy's    Energy's %            FirstEnergy
                      FUCO       Investment     Equity       -------------------------------
Associate              or        at 12/31/02    Owner-                              Type of
 Company              EWG         ($000)**       ship        Name of Entity         Entity
---------             ----       ----------    -------       ---------------        ------

                                                                     
Empresa               EWG          30,151*     50.001%     AFP Prevision BBV        Foreign
Guaracachi S.A.                                            AFP Futuro de Bolivia    Foreign

Guaracachi            EWG          54,657*        100%     Not Applicable           N/A
America, Inc.

GPU Power, Inc.       EWG         151,543         100%     Not Applicable           N/A

EI International      EWG           1,381*        100%     Not Applicable           N/A

GPUI Colombia,        EWG           1,866*        100%     Not Applicable           N/A
Ltda.

Midlands              FUCO         63,813        20.1%     Aquila, Inc.             Domestic
Electricity plc
(Midlands)

Termobarranquilla     EWG          92,004*      28.67%     ABB Energy Ventures,     Foreign
S.A.                                                       Inc.
                                                           Lancaster Steel          Foreign
                                                           Distral Group            Foreign
                                                           Corp. Electrica          Foreign
                                                           De la Costa
                                                           Atlantica

EI Barranquilla,      EWG          45,176*        100%     Not Applicable            N/A
Inc.

Barranquilla          EWG          45,691*        100%     Not Applicable            N/A
Lease Holdings,
Inc.

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

International
Power Advisors,
Inc.                  EWG           3,962*        100%     Not Applicable             N/A

                                       4








                                  First         First          Owners not affiliated with
                                  Energy's    Energy's %            FirstEnergy
                      FUCO       Investment     Equity       -------------------------------
Associate              or        at 12/31/02    Owner-                              Type of
 Company              EWG         ($000)**       ship        Name of Entity         Entity
---------             ----       ----------    -------       ---------------        ------

                                                                     
Empresa
Distribuidora
Electrica
Regional,S.A.
(EMDERSA)             FUCO        273,963         100%        Not Applicable         N/A

FE Generation
Corp.                 EWG         794,317         100%        Not Applicable         N/A
                                ---------

Total Aggregate
Investment in
EWGs & FUCOs *                 $1,283,636
                                =========


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

(**) Aggregate  investment  amounts reflected here exclude any goodwill or other
fair value adjustments.

        As of December 31, 2002, 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  Philippines,  Inc.  and  Hanover  Energy
Corporation.

        In  accordance  with Orders  dated July 6, 1995 and March 6, 1996 in SEC
File No. 70-8593,  and Orders dated October 29, 2001 in SEC File No. 70-9793 and
70-9941 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, 2002 and unaudited  Consolidated
Statements of Operations  for the twelve months ended  December 31, 2002 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.

                                       5




        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 July 1999, GPU Electric became the 100% owner (formerly 50% owner) of
Avon Energy  Partners  Holdings,  Inc.  (Avon) by acquiring the  additional  50%
ownership  interest for (pound)452.5  million  (approximately  US $714 million).
Accordingly,   GPU  Electric  became  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  (pound)245  million  (approximately  US $357  million)
credit  agreement  entered  into by EI UK  Holdings  (EI  UK),  a  wholly  owned
subsidiary of GPU Electric.

        In March 2002,  FirstEnergy  announced that it had finalized  terms of a
joint venture agreement with Aquila, Inc. (formerly Utilicorp United) for Aquila
to  acquire  partial  ownership  of Avon.  Accordingly,  on May 8,  2002  Aquila
acquired  a 79.9  percent  interest  in  Avon  for  approximately  $1.9  billion
including  the  assumption  of $1.7  billion of debt.  FirstEnergy  (through GPU
Electric) and Aquila together own all of the outstanding  shares of Avon through
a jointly owned  subsidiary,  Aquila  Sterling  Holdings,  Inc.  (ASH) with each
company having a 50 percent voting interest.  FirstEnergy's investment in ASH is
held by EI UK.

        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.

        All of the acquisition debt associated with  FirstEnergy's  ownership of
the above mentioned FUCOs has been retired.


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

FirstEnergy Generation Corp.
----------------------------

        FirstEnergy Generation,  incorporated in October 2000, is a wholly owned
subsidiary of First Energy  Solutions.  FirstEnergy  Generation  operates fossil
fuel  plants  and a pumped  storage  plant,  most of which  is  leased  from the
FirstEnergy  Solutions companies and sells all of its output at wholesale prices
to FirstEnergy Solutions.

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

        In July 1995, GPU Power, through Guaracachi America,  Inc. acquired from
the Bolivian  Government a 50.001% 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.

                                     6




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.

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
--------

        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
        -------------------------------------------

        FirstEnergy Generation received administrative and construction services
from associate companies  (primarily  FirstEnergy Service Company) in the amount
of $18,285,413  for the three months ended December 31, 2002. GPU Service,  Inc.
provided  administrative services to GPU Power and GPU Electric in the amount of
$199,461 and $829,487 respectively, for the three months ended December 31, 2002
in support of operations and management activities.


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

        A description  of services  provided by  FirstEnergy  Generation and GPU
Power to associate  companies during the period October 1, 2002 through December
31, 2002 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 this reporting period.

        In accordance with the Commission's  Order dated November 5, 1997 in SEC
File No.  70-8593,  and the Order dated October 29, 2001 in SEC File No. 70-9793
and 70-9941 the following is reported:

                                       7




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, 2002 is as follows:

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

Midlands Electricity plc                                           $   13,813
Emdersa                                                               273,963
                                                                    ---------
        Subtotal                                                      287,776
                                                                    ---------

EWGs
----

FE Generation Corp.                                                $  794,317
GPU Power, Inc.                                                       151,543
                                                                    ---------
        Subtotal                                                      945,860
                                                                    ---------
        Aggregate Investment in FUCOs and EWGs                     $1,233,636
                                                                    =========

b) As of December 31, 2002 FirstEnergy's  Aggregate Investment in FUCOs and EWGs
(in thousands) is $1,233,636.

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

Total capitalization                       $ 21,551,415                  5.7%
Net utility plant                          $ 12,679,813                  9.7%
Total consolidated assets                  $ 33,580,773                  3.7%
Market value of common equity              $  9,813,068                 12.6%

c) FirstEnergy and Subsidiary Companies Consolidated Capitalization Ratios as of
December 31, 2002:


                                           Amount (000's)                 %
                                           ------------                 -----
Common equity                              $  7,120,049                  33.0
Cumulative preferred stock                      355,394                   1.7
Subsidiary-obligated mandatorily
  redeemable preferred securities               409,867                   1.9
Subsidiary-obligated trust
  preferred securities                              -                      -
Long-term debt                               12,573,288                  58.3
Notes payable                                 1,092,817                   5.1
                                            -----------                 -----

        Total capitalization               $ 21,551,415                 100.0%
                                            ===========                 =====

d) Market-to-book  ratio of FirstEnergy and Subsidiary Companies common stock at
December 31, 2002:

Closing Market Price per Share                                        $ 32.97
Book Value per Share                                                  $ 24.18
Market-to Book Ratio of Common Stock                                    136.3%

                                       8




e)  Analysis of Growth in  Retained  Earnings  for  FirstEnergy  and  Subsidiary
Companies:

                                                                 (In Thousands)
                                                                 -------------
Retained Earnings as of 12/31/02                                   $1,711,457
Retained Earnings as of 12/31/01                                    1,521,805
                                                                    ---------
Growth in Retained Earnings                                        $  189,652
                                                                    =========

Analysis of Growth in Retained Earnings:
----------------------------------------

Income contribution from regulated utility companies               $  890,878
Income contribution from FUCOs/EWGs                                   (78,111)
Income contribution from all other companies                          (26,169)
FirstEnergy Holding and Service companies                            (157,318)
Cash dividends declared on common stock                              (439,628)
                                                                    ---------
Growth in Retained Earnings                                        $  189,652
                                                                    =========


f)  Statements  of  Operations  for the period  ended  December 31, 2002 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.
                  FirstEnergy Generation Corp.
                  Emdersa

                                       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, Controller
                                 and Chief Accounting Officer


Date:   March 31, 2003

                                       10